Common use of Damage Clause in Contracts

Damage. If, prior to the Closing Date, all or any part of the Property is substantially damaged by fire, casualty, the elements or any other cause, Seller shall immediately give Buyer written notice of such fact and Buyer shall have the right (to be exercised within thirty (30) days after receipt of Seller’s notice) to terminate this Agreement. If this Agreement is so terminated, neither party will have any further obligations under this Agreement and the Exxxxxx Money and all accrued interest thereon shall be refunded to Buyer. If Buyer fails to terminate this Agreement despite such damage, or if the Property is damaged but not substantially, Seller shall promptly commence to repair such damage or destruction and return the Property to its condition prior to such damage. If such damage shall be completely repaired prior to Closing Date, then there shall be no reduction in the Purchase Price and Seller shall retain the proceeds of all insurance related to such damage. If such damage shall not be completely repaired prior to the Closing Date but Seller is diligently proceeding to repair, then Seller shall complete the repair after the Closing Date and shall be entitled to receive the proceeds of all insurance related to such damage after repair is completed; provided, however, that Buyer shall have the right to delay the Closing Date until the repair is completed. If Seller fails to diligently proceed to repair such damage, then Buyer shall have the right to require the Closing to occur and the Purchase Price (specifically, first the cash portion thereof, if applicable which is payable on the Closing Date) shall be reduced by the cost of such repair (as estimated by Buyer’s contractor), or at Buyer’s option, the Seller shall assign to Buyer all right to receive the proceeds of all insurance related to such damage and the Purchase Price shall be reduced by the amount of any deductibles on such insurance. For purposes of this Section, the words “substantially damaged” mean damage that would cost $200,000 or more to repair.

Damage. If, prior to the Closing Date, all or any part of the Property is substantially Improvements are damaged by fire, fire or other casualty, the elements or any other cause, Seller shall immediately promptly give Buyer written notice to Purchaser of such fact and Buyer shall have fact. If any part of the right Improvements are substantially damaged, at Purchaser's option (to be exercised by Purchaser's written notice to Seller given within thirty (30) days after receipt Seller's initial notice to Purchaser), this Agreement shall terminate. In the event of Seller’s notice) to terminate any such termination of this Agreement. If this Agreement is so terminated, neither party will have any further obligations under this Agreement (other than the obligations of the parties that, by the express terms hereof, survive any such termination), and the Exxxxxx Xxxxxxx Money and all accrued interest thereon shall be refunded to BuyerPurchaser. If Buyer Purchaser fails to elect to terminate (in the manner provided in this Agreement Section 12) despite such damage, or if the Property is Improvements are damaged but not substantially, Seller shall promptly commence to repair such damage or destruction and to return the Property Improvements to its substantially their condition prior to such damage. If such damage shall be completely repaired prior to the Closing Date, then there shall be no reduction in the Purchase Price Price, and Seller shall retain the proceeds of all insurance related to such damage. If such damage shall not be completely repaired prior to the Closing Date Date, but Seller is diligently proceeding to repair, then Seller shall complete the repair after the Closing Date and shall be entitled to receive the proceeds of all insurance related to such damage after repair is completeddamage; provided, however, that Buyer Purchaser shall have the right to delay the Closing Date until the repair is completed. If Seller fails to diligently proceed to repair such damage, then Buyer shall have the right to require the Closing to occur and the Purchase Price (specifically, first the cash portion thereof, if applicable which is payable on the Closing Date) shall be reduced by the cost of such repair (as estimated by Buyer’s contractor), or at Buyer’s option, the Seller shall assign to Buyer all right to receive the proceeds of all insurance related to such damage and the Purchase Price shall be reduced by the amount of any deductibles on such insurance. For purposes of this SectionSection 12, the words “"substantially damaged” " mean damage that would cost $200,000 750,000 or more to repairrepair or damage that would entitle the Tenant to terminate the Lease.

Damage. If, prior to the Closing Date, all or any part of the Property is Improvements are substantially damaged by fire, fire or other casualty, the elements or any other cause, Seller Partnership shall immediately promptly give Buyer written notice to Purchaser of such fact and Buyer shall have the right fact. Thereafter, at Purchaser’s option (to be exercised by Purchaser’s written notice to Partnership given within thirty fifteen (3015) days after receipt of SellerPartnership’s notice) initial notice to terminate this Agreement. If Purchaser), this Agreement is so terminatedshall terminate solely with respect to the Project relating to the damaged Improvements (the “Damaged Project”), subject to the limitations in Section 20 hereof. In the event of any such termination of this Agreement solely with respect to a Damaged Project, neither party will have any further obligations under this Agreement with respect to such Damaged Project (other than the Surviving Indemnity Obligations, which obligations shall survive any such termination), Purchaser shall, at the request of Partnership, execute any document reasonably requested by Partnership to evidence such termination including, without limitation, a quit claim deed, and the Exxxxxx Money and all accrued interest thereon Purchase Price shall be refunded to Buyeradjusted as provided in Section 20 hereof. If Buyer Purchaser fails to elect to terminate this Agreement with respect to such Damaged Project (in the manner provided in this Section 13) despite such damage, or if the Property is Improvements are damaged but not substantially, Seller subject to any contrary requirements or conditions in any existing financing secured by such Damaged Project, Partnership shall promptly commence to repair such damage or destruction and to return the Property Improvements to its substantially their condition prior to such damage. If such damage shall be completely repaired prior to the Closing Date, then there shall be no reduction in the Purchase Price Price, and Seller Partnership shall retain the proceeds of all insurance related to such damage. If such damage shall not be completely repaired prior to the Closing Date Date, but Seller Partnership is diligently proceeding to repair, then Seller there shall be no reduction in the Purchase Price and Partnership shall complete the repair after the Closing Date and shall be entitled to receive the proceeds of all insurance related to such damage after repair is completeddamage; provided, however, that Buyer Purchaser shall have the right to delay the Closing Date until the repair is completed. If Seller fails to diligently proceed to repair such damage, then Buyer shall have the right to require the Closing to occur and the Purchase Price (specifically, first the cash portion thereof, if applicable which is payable on the Closing Date) shall be reduced by the cost of such repair (as estimated by Buyer’s contractor), or at Buyer’s option, the Seller shall assign to Buyer all right to receive the proceeds of all insurance related to such damage and the Purchase Price shall be reduced by the amount of any deductibles on such insurance. For purposes of this SectionSection 13, the words phrase “substantially damaged” mean means (i) the cost to repair the Damaged Project is estimated to exceed $1,000,000, (ii) access to or parking on the Damaged Project is adversely affected, (iii) as a result of the damage, the Damaged Project is in violation of laws or fails to comply with zoning or any covenants, conditions or restrictions affecting the Subject Property, or (iv) the damage that would cost $200,000 or more entitles any of the Tenants which lease at least fifty percent (50%) of the rentable square feet of the Damaged Project to repairterminate its Lease.

Damage. If, prior to the Closing Date, all or any part of the Property is substantially damaged by fire, casualty, the elements or any other cause, Seller shall immediately promptly give Buyer Purchaser written notice of such fact and Buyer shall have any damage to the right (to be exercised within thirty (30) days after receipt of Seller’s notice) to terminate this Agreement. If this Agreement is so terminatedProperty, neither party will have any further obligations under this Agreement and the Exxxxxx Money and all accrued interest thereon shall be refunded to Buyer. If Buyer fails to terminate this Agreement despite describing such damage, or if the Property is damaged but not substantially, Seller shall promptly commence to repair whether such damage or destruction is covered by insurance, and return the Property to its condition prior to estimated cost of repairing such damage. If such damage shall be completely repaired is not material, then Seller shall, to the extent possible, begin repairs prior to the Closing Date, then there shall be no reduction in (to restore the Purchase Price and Seller shall retain Property to the proceeds of all insurance related condition that existed prior to such damagedamage and as required by the Leases) and at Closing, Purchaser shall receive a credit for the cost to restore the un-repaired portion, as reasonably estimated by a third party consultant reasonably acceptable to Seller and Purchaser. If such damage shall not be completely repaired prior to is material or results in the Closing Date but Seller is diligently proceeding to repair, then Seller shall complete Tenant under any Lease covering more than 200,000 square feet of the repair after the Closing Date and shall be entitled to receive the proceeds of all insurance related to such damage after repair is completed; provided, however, that Buyer shall have Property having the right to delay terminate its Lease (and such Tenant fails to waive such right) or damages more than 100,000 square feet of the vacant space in the Improvements, Purchaser may elect by notice to Seller given within ten (10) days after Purchaser is notified of such damage (and the Closing Date until shall be extended, if necessary, to give Purchaser such ten (10) day period to respond to such notice) to proceed in the repair same manner as in the case of damage that is completednot material or to terminate this Contract, in which event the Xxxxxxx Money shall be immediately returned to Purchaser. If Following the expiration of the Inspection Period, Seller fails shall consult with Purchaser with respect to diligently proceed any repairs to the Property that will not be fully completed prior to Closing. Damage as to any one or multiple occurrences is material if the cost to repair such the damage, then Buyer shall have the right to require the Closing to occur and the Purchase Price (specifically, first the cash portion thereof, if applicable which is payable on the Closing Date) shall be reduced by the cost of such repair (as reasonably estimated by Buyer’s contractor)Purchaser, or at Buyer’s option, exceeds $500,000.00 as to any one building comprising the Seller shall assign to Buyer all right to receive the proceeds of all insurance related to such damage and the Purchase Price shall be reduced by the amount of any deductibles on such insurance. For purposes of this Section, the words “substantially damaged” mean damage that would cost $200,000 or more to repairImprovements.

Damage. If, prior to the Closing Date, all or any part of the Property is substantially damaged by fire, casualty, the elements or any other cause, Seller shall immediately promptly give Buyer Purchaser written notice of such fact and Buyer shall have any damage to the right (to be exercised within thirty (30) days after receipt of Seller’s notice) to terminate this Agreement. If this Agreement is so terminatedProperty, neither party will have any further obligations under this Agreement and the Exxxxxx Money and all accrued interest thereon shall be refunded to Buyer. If Buyer fails to terminate this Agreement despite describing such damage, or if the Property is damaged but not substantially, Seller shall promptly commence to repair whether such damage or destruction is covered by insurance and return the Property to its condition prior to estimated cost of repairing such damage. If such damage is not material, then (1) Seller shall, to the extent possible, begin repairs prior to the Closing out of any insurance proceeds received by Seller for the damage, (2) at Closing Purchaser shall receive all insurance proceeds not applied to the repair of any such Property prior to the Closing (including rent loss insurance applicable to any period from and after the Closing Date) due to Seller for the damage, (3) any uninsured damage or deductible (including rent abatement not covered by rent loss insurance), as reasonably estimated by Purchaser, shall be completely repaired prior credited to Closing DatePurchaser at Closing, then there and (4) Purchaser shall be no reduction in assume the Purchase Price and Seller shall retain responsibility for the proceeds of all insurance related to such damagerepair after the Closing. If such damage shall not be completely repaired prior is material, Purchaser may elect by notice to Seller given within 14 days after Purchaser is notified of such damage (and the Closing Date but Seller is diligently proceeding to repair, then Seller shall complete the repair after the Closing Date and shall be entitled extended, if necessary, to receive the proceeds of all insurance related give Purchaser such 14 day period to respond to such notice) to proceed in the same manner as in the case of damage after repair that is completed; providednot material or terminate this Agreement, however, that Buyer in which event the Earnxxx Xxxey shall have be immediately returned to Purchaser. Damage as to any one or multiple occurrences is material if the right to delay the Closing Date until the repair is completed. If Seller fails to diligently proceed cost to repair such the damage, then Buyer shall have the right to require the Closing to occur and the Purchase Price (specificallyas reasonably estimated by Purchaser, first the cash portion thereof, if applicable which is payable on the Closing Date) shall be reduced by plus the cost of such repair (as estimated by Buyer’s contractor)rent abatement after Closing resulting from the damage, exceeds $500,000 or at Buyer’s optionentitles tenants whose Leases cover, in the Seller shall assign aggregate, in excess of 20,000 rentable square feet to Buyer all right to receive the proceeds of all insurance related to such damage and the Purchase Price shall be reduced by the amount of any deductibles on such insurance. For purposes of this Section, the words “substantially damaged” mean damage that would cost $200,000 or more to repairterminate their Leases.

Damage. If, prior to the Closing Date, all or any part of the Property is Improvements are substantially damaged by fire, fire or other casualty, the elements or any other cause, Seller shall immediately give Buyer written notice to Purchaser of such fact and Buyer shall have the right and, at Purchaser's option (to be exercised within thirty (30) days after receipt of Seller’s 's notice) to terminate this Agreement. If ), this Agreement is so terminatedshall terminate, in which event neither party will have any further obligations under this Agreement (other than the obligations set forth in Section 3(b) and Article 13 hereof, which obligations shall survive any such termination) and the Exxxxxx Xxxxxxx Money and all accrued interest thereon shall be refunded to BuyerPurchaser provided Purchaser is not in breach or default hereunder beyond any applicable grace or cure period. If Buyer Purchaser fails to elect to terminate this Agreement despite such damage, or if the Property is Improvements are damaged but not substantially, Seller shall promptly commence to repair such damage or destruction and return the Property Improvements to substantially its condition prior to such damage. If such damage shall be completely repaired prior to the Closing Date, Date then there shall be no reduction in the Purchase Price and Seller shall retain the proceeds of all insurance related to such damage. If such damage shall not be completely repaired prior to the Closing Date but Seller is diligently proceeding to repair, then Seller shall complete the repair after the Closing Date and shall be entitled to receive the proceeds of all insurance related to such damage after repair is completeddamage; provided, however, that Buyer Purchaser shall have the right to delay the Closing Date until the repair is completed. If Seller fails completed for a period not to diligently proceed to repair such damageexceed thirty (30) days, then Buyer shall have the right to require the Closing to occur and the Purchase Price (specificallyif any damage remains unrepaired at Closing, first the cash portion thereof, if applicable which is payable on the Closing Date) shall be reduced by the cost of such repair (as estimated by Buyer’s contractor), or at Buyer’s option, the Seller shall assign all of its right, title and interest in and to Buyer all right to receive the any insurance claims and proceeds of all insurance related relating to such damage and shall deliver to Purchaser an amount equal to any deductible portion of any applicable casualty insurance policy, and the Purchase Price shall not be reduced by the amount of any deductibles on such insurancereduced. For purposes of this Section, the words “"substantially damaged” " mean damage that would cost Seven Hundred Fifty Thousand and 00/100 Dollars ($200,000 750,000.00) or more to repair.

Damage. If, prior to the Closing Dateclosing date, all or any part of the Property is substantially damaged by fire, casualty, the elements or any other cause, Seller shall immediately give notice to Buyer written notice of such fact and Buyer shall have the right at Buyer's option (to be exercised within thirty ten (3010) business days after receipt of such Seller’s 's notice) to terminate this Agreement. If ), this Agreement is so terminatedshall terminate, in which event neither party will have any further obligations under this Agreement agreement and the Exxxxxx Money and all Xxxxxxx Money, together with any accrued interest thereon interest, shall be refunded to Buyer. If Buyer fails to elect to terminate this Agreement despite such damage, or if the Property is damaged but not substantially, Seller shall promptly commence to perform the prompt repair of such damage or destruction and the return of the Property to its condition prior to such damage. If such damage shall be completely repaired prior to the Closing Date, Date then there shall be no reduction in the Purchase Price purchase price, and Seller shall retain the proceeds of all insurance related to such damage. If such damage shall not be completely repaired prior to the Closing Date but Seller is diligently proceeding to repair, then Seller shall complete the repair after the Closing Date and shall be entitled to receive the proceeds of all insurance related to such damage after repair is completed; provided, however, that Buyer shall have the right to delay the Closing Date until the repair is completed. If Seller fails shall fail to diligently proceed to repair such damage, then Buyer shall have the right to require the Closing closing to occur and the Purchase Price purchase price (specifically, first and specifically the cash portion thereof, if applicable which is payable on at the Closing Date) shall be reduced by the cost of such repair (as estimated by Buyer’s contractor)repair, or at Buyer’s 's option, the Seller shall assign to Buyer all right to receive the proceeds of all insurance related to such damage and the Purchase Price purchase price shall be reduced by remain the same (except that Buyer shall receive a credit of the amount of any deductibles on such insurancedeductible under the applicable insurance policy). For purposes of this Sectionparagraph, the words “"substantially damaged” mean " means damage that would cost $200,000 1,000,000 or more to repair.

Damage. If, prior to the Closing Date, all or any part of the Real Property is substantially damaged by fire, casualty, the elements or any other cause, Seller shall immediately give notice to Buyer written notice of such fact and Buyer shall have the right at Buyer’s option (to be exercised within thirty (30) days after receipt of Seller’s notice) to terminate this Agreement. If ), this Agreement is so terminatedshall terminate, in which event neither party will have any further obligations under this Agreement and the Exxxxxx Money and all accrued interest thereon shall be refunded to BuyerAgreement. If Buyer fails to elect to terminate this Agreement despite such damage, or if the Real Property is damaged but not substantially, Seller shall promptly commence to repair such damage or destruction and return the Real Property to its condition prior to such damage. If such damage shall be completely repaired prior to the Closing Date, then there shall be no reduction in the Purchase Price and Seller shall retain the proceeds of all insurance related to such damage. If such damage shall not be completely repaired prior to the Closing Date but Seller is diligently proceeding to repair, then Seller shall complete the repair after the Closing Date and shall be entitled to receive the proceeds of all insurance related to such damage after repair is completed; provided, however, that Buyer shall have the right to delay the Closing Date until the repair is completed. If Seller fails to diligently proceed to repair such damage, then Buyer shall have the right to require the Closing to occur and the Purchase Price (specifically, first the cash portion thereof, if applicable which is payable on the Closing Date) shall be reduced by the cost of such repair (as estimated by Buyer’s contractor), or at Buyer’s option, the Seller shall assign to Buyer all right to receive the proceeds of all insurance related to such damage and the Purchase Price shall be reduced by the amount of any deductibles on such insurance. For purposes of this Section, the words “substantially damaged” mean damage that would cost One Hundred Thousand and No/100 Dollars ($200,000 100,000.00) or more to repair.

Damage. If, prior to the Closing Date, all or any part of the Real Property is substantially damaged by fire, casualty, the elements elements, or any other cause, Seller shall immediately give notice to Buyer written notice of such fact and Buyer shall have the right and, at either Buyer’s option or Seller’s option (to be exercised within thirty (30) 30 days after receipt of Seller’s notice) to terminate this Agreement. If ), this Agreement is so terminatedshall terminate, in which event neither party will have any further obligations under this Agreement and the Exxxxxx Money and all Xxxxxxx Money, together with any accrued interest thereon interest, shall be refunded to Buyer. If Buyer fails both parties fail to elect to terminate this Agreement despite such damagedamages, or if the Real Property is damaged but not substantially, Seller shall promptly commence to repair such damage or destruction and return the Real Property to its condition prior to such damage. If such damage shall be completely repaired prior to the Closing Date, Date then there shall be no reduction in the Purchase Price and Seller shall retain the proceeds of all insurance related to such damage. If such damage shall not be completely repaired prior to the Closing Date but Seller is diligently proceeding to repair, then Seller shall complete the repair after the Closing Date and shall be entitled to receive the proceeds of all insurance related to such damage after repair is completed; , provided, however, that Buyer shall have the right to delay the Closing Date until the repair is completed. If Seller fails to diligently proceed to repair such damage, damage then Buyer shall have the right to require the Closing to occur and the Purchase Price (specifically, first the cash portion thereof, if applicable which is payable on the Closing Date) shall be reduced by the cost of such repair (as estimated by Buyer’s contractor)repair, or at Buyer’s option, the Seller shall assign to Buyer all right to receive the proceeds of all insurance related to such damage and the Purchase Price shall be reduced by remain the amount of any deductibles on such insurancesame. For purposes of this Section, the words “substantially damaged” mean damage that would cost $200,000 100,000.00 or more to repair.

Damage. If, prior to the Closing Date, all or any part of the Property is substantially damaged by fire, earthquake, casualty, the elements or any other cause, Seller shall immediately give notice to Buyer written notice of such fact and Buyer the Closing Date shall have the right be immediately postponed for thirty days, and at Buyer’s option (to be exercised within thirty (30) days after receipt of Seller’s notice) to terminate this Agreement. If ), this Agreement is so terminatedshall terminate, in which event neither party will have any further obligations under this Agreement and the Exxxxxx Money and all accrued interest thereon shall be refunded to BuyerAgreement. If Buyer fails to elect to terminate this Agreement in such thirty days despite such damage, or if the Property is damaged but not substantially, Seller shall promptly commence to repair such damage or destruction and return the Property property to its condition prior to such damage. If such damage shall be completely repaired prior to the Closing Date, Date then there shall be no reduction in the Purchase Price and Seller shall retain the proceeds of all insurance related to such damage. If such damage shall not be completely repaired prior to the Closing Date but Seller is diligently proceeding to repair, then Seller shall complete the repair after the Closing Date and shall be entitled to receive the proceeds of all insurance related to such damage after repair is completed; provided, however, that Buyer shall have the right to delay the Closing Date until the repair is completed. If Seller fails shall fail to diligently proceed to repair such damage, damage then Buyer shall have the right to require the Closing a closing to occur and the Purchase Price (specifically, first and specifically the cash portion thereof, if applicable which is payable on at the Closing Date) shall be reduced by the cost of such repair (as estimated by Buyer’s contractor)repair, or at Buyer’s option, the Seller shall assign to Buyer all right to receive the proceeds of all insurance related to such damage and the Purchase Price shall be reduced by remain the amount of any deductibles on such insurancesame. For purposes of this Section, the words words, “substantially damaged” mean damage that would cost $200,000 75,000.00 or more to repair.

Damage. If, prior to the Closing Date, all or any part of the Subject Property is substantially damaged by fire, casualty, the elements or any other cause, Seller shall immediately give notice to Buyer written notice of such fact and Buyer shall have the right and, at Buyer's option (to be exercised within thirty (30) ten days after receipt of Seller’s 's notice) to terminate this Agreement. If ), this Agreement is so terminatedshall terminate, in which event neither party will have any further obligations under this Agreement and the Exxxxxx Money and all any deposits in Escrow made by Buyer, together with any interest accrued interest thereon thereon, shall be refunded to Buyer. If Buyer fails to elect to terminate this Agreement despite such damage, or if the Subject Property is damaged but not substantially, Seller shall promptly commence to repair such damage or destruction and return the Property to its condition prior to such damage. If such damage shall be completely repaired prior to Closing Date, then there shall be no reduction in the Purchase Price purchase price and Seller shall retain assign to Buyer the proceeds of all insurance related to such damage; provided, however, Seller shall have the option to repair such damage or destruction at Seller's expense and receive the proceeds of all insurance related to such damage. If Seller makes such election but such damage shall is not be completely repaired prior to the Closing Date but Seller is diligently proceeding to repair, then Seller shall complete the repair after the Closing Date and shall be entitled to receive the proceeds of all insurance related to such damage after repair is completed; provided, however, that Buyer shall have the right to delay the Closing Date until the repair is completed. If Seller fails to diligently proceed to repair such damage, then Buyer shall have the right to require the Closing to occur and the Purchase Price (specifically, first the cash portion thereof, if applicable which is payable on the Closing Date) shall be reduced by the cost of such repair (as estimated by Buyer’s contractor), or at Buyer’s option, the Seller shall assign to Buyer all right to receive the proceeds of all insurance related to such damage and the Purchase Price shall be reduced by the amount of any deductibles on such insurance. For purposes of this Section, the words “"substantially damaged” " mean damage that would cost $200,000 250,000 or more to repair.

Damage. If, prior to the Closing Date, all or any part of the Property is substantially damaged by fire, casualty, the elements or any other cause, Seller shall must immediately give notice to Buyer written notice of such fact and Buyer shall have the right at Buyer’s option (to be exercised within thirty (30) 30 days after receipt of Seller’s notice) to terminate this Agreement. If ), this Agreement is so terminatedwill terminate, in which event neither party will have any further obligations under this Agreement and the Exxxxxx Money and all accrued interest thereon shall be refunded to BuyerAgreement. If Buyer fails to elect to terminate this Agreement despite such damagedamages, or if the Property is damaged but not substantially, Seller shall must promptly commence to repair such damage or destruction and return the Property property to its condition prior to such damage. If such damage shall be is completely repaired prior to the Closing Date, Date then there shall will be no reduction in the Purchase Price and Seller shall may retain the proceeds of all insurance related to such damage. If such damage shall is not be completely repaired prior to the Closing Date but Seller is diligently proceeding to repair, then Seller shall will complete the repair after the Closing Date and shall will be entitled to receive the proceeds of all insurance related to such damage after repair is completed; , provided, however, that Buyer shall will have the right to delay the Closing Date until the repair is completed. If Seller fails to diligently proceed to repair such damage, damage then Buyer shall will have the right to require the Closing a closing to occur and the Purchase Price (specifically, first and specifically the cash portion thereof, if applicable which is payable on at the Closing Date) shall will be reduced by the cost of such repair (as estimated by Buyer’s contractor)repair, or at Buyer’s option, the Seller shall will assign to Buyer all right to receive the proceeds of all insurance related to such damage and the Purchase Price shall be reduced by will remain the amount of any deductibles on such insurancesame. For purposes of this Section, the words “substantially damaged” mean damage that would cost $200,000 50,000 or more to repair.

Damage. If, prior to the Closing Date, all or any material part of the Property is substantially damaged by fire, casualty, the elements or any other cause, Seller shall immediately give Buyer written notice to Purchaser of such fact and Buyer shall have the right at Purchaser's option (to be exercised within thirty by Purchaser giving notice thereof to Seller and Escrow Agent prior to the earlier of the Closing Date or fifteen (3015) days after receipt of Seller’s notice) 's notice to terminate this Agreement. If Purchaser), this Agreement is so terminatedshall terminate, in which event neither party will have any further obligations under this Agreement Agreement, except for those obligations which expressly survive the termination of this Agreement, and the Exxxxxx Money and all accrued interest thereon Deposit shall be refunded to BuyerPurchaser. If Buyer Purchaser fails to timely terminate this Agreement despite such substantial damage, or if the Property is damaged but not substantially, Seller shall promptly commence to repair such damage or destruction and return the Property to its condition prior to such damage. If such damage shall be completely repaired prior to Closing Date, then there shall be no reduction in the Purchase Price Price, and Seller shall retain the proceeds of all insurance related assign to such damage. If such damage shall not be completely repaired prior to Purchaser at the Closing Date but Seller is diligently proceeding all of Seller's right, title and interest in and to repair, then Seller shall complete the repair after the Closing Date and shall be entitled to receive the proceeds of all insurance related to such damage after repair is completed; provided, however, (except that Buyer shall have the right to delay the Closing Date until the repair is completed. If Seller fails to diligently proceed to repair such damage, then Buyer shall have the right to require the Closing to occur and the Purchase Price (specifically, first the cash portion thereof, if applicable which is payable on the Closing Date) shall be reduced by the cost of such repair (as estimated by Buyer’s contractor), or at Buyer’s option, the Seller shall assign to Buyer all right to receive not assign, and Seller shall retain, the proceeds of all any rent loss insurance relating to the period prior to Closing) along with Seller's payment to Purchaser of an amount equal to any insurance deductibles related to such damage and the Purchase Price shall be reduced by the amount of any deductibles on such insurancedamage. For purposes of this Section, the words “"substantially damaged” " mean damage that would cost Five Hundred Thousand and No/100ths Dollars ($200,000 500,000.00) or more to repair. During the pendency of this Agreement, Seller shall maintain casualty insurance on the Property in accordance with the requirements of the Allianz Loan and so as to not require co-insurance, subject only to any permitted deductible.

Damage. IfAll risk of loss with respect to the Property shall remain with Seller until the Closing and delivery of the Deed (as defined below) vesting title in Purchaser, when full risk of loss with respect to the Property shall pass to Purchaser. Seller shall promptly give Purchaser written notice of any damage to the Property, describing such damage, whether such damage is covered by insurance and the estimated cost of repairing such damage, provided that such damage is known to Seller. If such damage is not material, then the parties shall proceed to close this transaction, and Seller shall, to the extent possible, begin repairs prior to the Closing Dateout of any insurance proceeds received by Seller for the damage, all and shall transfer and assign any remaining insurance proceeds or any part of rights thereto to Purchaser at the Property Closing. If such damage is substantially damaged material, Purchaser may elect (in its sole discretion) by fire, casualty, the elements or any other cause, notice to Seller shall immediately give Buyer written notice of such fact and Buyer shall have the right given within ten (to be exercised within thirty (3010) days after receipt Purchaser is notified of Seller’s such damage (and the Closing shall be extended, if necessary, to give Purchaser such ten (10) day period to respond to such notice) to proceed in the same manner as in the case of damage that is not material or to terminate this Agreement. If this Agreement is so terminated, neither party will have any further obligations under this Agreement and in which event the Exxxxxx Money and all accrued interest thereon shall be refunded returned to BuyerPurchaser. If Buyer fails Damage as to terminate this Agreement despite such any one or multiple occurrences is material if the cost to repair the damage, or as reasonably estimated by Seller’s contractor (if Seller has engaged a contractor to perform the Property is damaged but not substantiallywork), and otherwise by a contractor approved by both Purchaser and Seller, acting reasonably, exceeds $100,000. An affiliate of Seller shall promptly commence to repair such damage or destruction and return may be engaged as Seller’s contractor, provided Seller discloses the Property to its condition prior to such damage. If such damage shall be completely repaired prior to Closing Date, then there shall be no reduction in the Purchase Price and Seller shall retain the proceeds of all insurance related to such damage. If such damage shall not be completely repaired prior to the Closing Date but Seller is diligently proceeding to repair, then Seller shall complete the repair after the Closing Date and shall be entitled to receive the proceeds of all insurance related to such damage after repair is completed; provided, however, that Buyer shall have the right to delay the Closing Date until the repair is completed. If Seller fails to diligently proceed to repair such damage, then Buyer shall have the right to require the Closing to occur and the Purchase Price (specifically, first the cash portion thereof, if applicable which is payable on the Closing Date) shall be reduced by the cost relationship of such repair (as estimated by Buyer’s contractor), or at Buyer’s option, the Seller shall assign affiliate to Buyer all right to receive the proceeds of all insurance related to such damage and the Purchase Price shall be reduced by the amount of any deductibles on such insurance. For purposes of this Section, the words “substantially damaged” mean damage that would cost $200,000 or more to repairPurchaser.

Damage. IfIn the event of any material damage to or destruction of the Improvements or any portion thereof, prior Purchaser may, at its option by notice to Seller given within five (5) days after Seller notifies Purchaser of such damage or destruction (and, if necessary, the Closing Date shall be extended to give Purchaser the full five (5) day period to make such election), either (i) terminate this Agreement, or (ii) proceed under this Agreement, receive any insurance proceeds (including assignable rent loss insurance, if any, applicable to any period on and after the Closing Date, all or any part ) due Seller as a result of the Property is substantially damaged by fire, casualty, the elements or any other cause, Seller shall immediately give Buyer written notice of such fact and Buyer shall have the right (to be exercised within thirty (30) days after receipt of Seller’s notice) to terminate this Agreement. If this Agreement is so terminated, neither party will have any further obligations under this Agreement and the Exxxxxx Money and all accrued interest thereon shall be refunded to Buyer. If Buyer fails to terminate this Agreement despite such damage, or if the Property is damaged but not substantially, Seller shall promptly commence to repair such damage or destruction and return the Property to its condition prior to assume responsibility for such damagerepair, and Purchaser shall receive a credit at Closing for any deductible, uninsured or coinsured amount under applicable liability insurance policies. If such damage shall be completely repaired prior to Closing DatePurchaser elects (ii) above, then there shall be no reduction in the Purchase Price and Seller shall retain the proceeds of all insurance related to such damage. If such damage shall not be completely repaired prior to Purchaser may extend the Closing Date but for up to an additional five (5) period in which to obtain insurance settlement agreements with Seller’s insurers, and Seller is diligently proceeding to repairwill reasonably cooperate with Purchaser in obtaining the insurance proceeds and such agreements from Seller’s insurers. If the Improvements are not materially damaged, then Seller Purchaser shall complete the repair after the Closing Date and shall be entitled to receive the proceeds of all insurance related to such damage after repair is completed; provided, however, that Buyer shall not have the right to delay terminate this Agreement, but Seller shall, at its cost, repair the damage before the Closing Date until in a manner reasonably satisfactory to Purchaser or, if repairs cannot be completed before the Closing or if Seller otherwise elects not to commence or complete such repairs, credit Purchaser at Closing for the reasonable cost to complete the repair is completed(exclusive of insurance proceeds paid or to be paid). If Seller fails For the purposes of this Agreement, “material damage” and “materially damaged” means damage estimated to diligently proceed to repair such damage, then Buyer shall have the right to require the Closing to occur and cost five percent (5%) or more of the Purchase Price (specifically, first the cash portion thereof, if applicable which is payable on the Closing Date) shall be reduced by the cost of such repair (as estimated by Buyer’s contractor), or at Buyer’s option, the Seller shall assign to Buyer all right to receive the proceeds of all insurance related to such damage and the Purchase Price shall be reduced by the amount of any deductibles on such insurance. For purposes of this Section, the words “substantially damaged” mean damage that would cost $200,000 or more to repair.

Damage. If, prior to the Closing Date, all or any part of the Property is substantially damaged by fire, casualty, the elements or any other cause, Seller shall immediately give Buyer written notice to Purchaser of such fact and Buyer shall have the right at Purchaser's option (to be exercised within thirty prior to the earlier of the Closing Date or fifteen (3015) days after receipt of Seller’s notice) 's notice to terminate this Agreement. If Purchaser), this Agreement is so terminatedshall terminate, in which event neither party will have any further obligations under this Agreement Agreement, except for those obligations which expressly survive the termination of this Agreement, and the Exxxxxx Money and all accrued interest thereon Deposit shall be refunded to BuyerPurchaser. If Buyer Purchaser fails to timely elect to terminate this Agreement despite such substantial damage, or if the Property is damaged but not substantially, Seller shall promptly commence to repair such damage or destruction and return the Property to its condition prior to such damage. If such damage shall be completely repaired prior to Closing Date, then there shall be no reduction in the Purchase Price Price, and Seller shall retain the proceeds of all insurance related assign to such damage. If such damage shall not be completely repaired prior to Purchaser at the Closing Date but Seller is diligently proceeding all of Seller's right, title and interest in and to repair, then Seller shall complete the repair after the Closing Date and shall be entitled to receive the proceeds of all insurance related to such damage after repair is completed; provided, however, (except that Buyer shall have the right to delay the Closing Date until the repair is completed. If Seller fails to diligently proceed to repair such damage, then Buyer shall have the right to require the Closing to occur and the Purchase Price (specifically, first the cash portion thereof, if applicable which is payable on the Closing Date) shall be reduced by the cost of such repair (as estimated by Buyer’s contractor), or at Buyer’s option, the Seller shall assign to Buyer all right to receive not sign, and Seller shall retain, the proceeds of all any rent loss insurance relating to the period prior to Closing or, if Purchaser closes early, to any period prior to the date that the tenant under the Tenant Lease is required to pay Annual Basic Rent thereunder), along with Seller's payment to Purchaser of an amount equal to any insurance deductibles related to such damage and the Purchase Price shall be reduced by the amount of any deductibles on such insurancedamage. For purposes of this Section, the words “"substantially damaged” " mean damage that would cost Five Hundred Thousand and No/100ths Dollars ($200,000 500,000.00) or more to repair, or which would adversely affect the Loan Commitment referenced in Section 3.2 hereof.

Damage. IfAll risk of loss with respect to the Property shall remain with Seller until the Closing and delivery of the Deed (as defined below) vesting title in Purchaser, when full risk of loss with respect to the Property shall pass to Purchaser. Seller shall promptly give Purchaser written notice of any damage to the Property, describing such damage, whether such damage is covered by insurance and the estimated cost of repairing such damage, provided that such damage is known to Seller. If such damage is not material, then the parties shall proceed to close this transaction, and Seller shall, to the extent possible, begin repairs prior to the Closing Dateout of any insurance proceeds received by Seller for the damage, all and shall transfer and assign any remaining insurance proceeds or any part of rights thereto to Purchaser at the Property Closing. If such damage is substantially damaged material, Purchaser may elect (in its sole discretion) by fire, casualty, the elements or any other cause, notice to Seller shall immediately give Buyer written notice of such fact and Buyer shall have the right given within ten (to be exercised within thirty (3010) days after receipt Purchaser is notified of Seller’s such damage (and the Closing shall be extended, if necessary, to give Purchaser such ten (10) day period to respond to such notice) to proceed in the same manner as in the case of damage that is not material or to terminate this Agreement. If this Agreement is so terminated, neither party will have any further obligations under this Agreement and in which event the Exxxxxx Xxxxxxx Money and all accrued interest thereon shall be refunded returned to BuyerPurchaser. If Buyer fails Damage as to terminate this Agreement despite such any one or multiple occurrences is material if the cost to repair the damage, or as reasonably estimated by Seller’s contractor (if Seller has engaged a contractor to perform the Property is damaged but not substantiallywork), and otherwise by a contractor approved by both Purchaser and Seller, acting reasonably, exceeds $100,000. An affiliate of Seller shall promptly commence to repair such damage or destruction and return may be engaged as Seller’s contractor, provided Seller discloses the Property to its condition prior to such damage. If such damage shall be completely repaired prior to Closing Date, then there shall be no reduction in the Purchase Price and Seller shall retain the proceeds of all insurance related to such damage. If such damage shall not be completely repaired prior to the Closing Date but Seller is diligently proceeding to repair, then Seller shall complete the repair after the Closing Date and shall be entitled to receive the proceeds of all insurance related to such damage after repair is completed; provided, however, that Buyer shall have the right to delay the Closing Date until the repair is completed. If Seller fails to diligently proceed to repair such damage, then Buyer shall have the right to require the Closing to occur and the Purchase Price (specifically, first the cash portion thereof, if applicable which is payable on the Closing Date) shall be reduced by the cost relationship of such repair (as estimated by Buyer’s contractor), or at Buyer’s option, the Seller shall assign affiliate to Buyer all right to receive the proceeds of all insurance related to such damage and the Purchase Price shall be reduced by the amount of any deductibles on such insurance. For purposes of this Section, the words “substantially damaged” mean damage that would cost $200,000 or more to repairPurchaser.

Damage. If, prior to the Closing DateSettlement, all or any part of the a Portfolio Property is substantially destroyed or damaged by fireto any material extent, casualty, the elements or any other cause, Seller shall immediately give Buyer written notice of such fact and Buyer then Purchaser shall have the right (to option, which must be exercised within thirty by it on the earlier of ten (3010) days after receipt of Seller’s notice) to terminate this Agreement. If this Agreement is so terminated, neither party will have any further obligations under this Agreement and the Exxxxxx Money and all accrued interest thereon shall be refunded to Buyer. If Buyer fails to terminate this Agreement despite such damage, or if the Property is damaged but not substantially, Seller shall promptly commence to repair such damage or destruction and return or the Property Settlement Date, to its condition prior (a) terminate this Agreement with respect to such damagePortfolio Property by giving written notice thereof to Seller before Settlement, in which event the Deposit allocated to such Portfolio Property, together with all interest accrued thereon, shall be paid to Purchaser, or (b) proceed with the Settlement. If such damage Purchaser elects to proceed with the Settlement then the Settlement shall be completely repaired prior to Closing Dateproceed, then there shall be no without any reduction in the Purchase Price and Seller shall retain the proceeds of all insurance related to such damage. If such damage shall not be completely repaired prior subject to the Closing Date other provisions hereof, but Seller is diligently proceeding to repair, then Seller shall complete the repair after the Closing Date and Purchaser shall be entitled to receive the proceeds of any and all insurance related proceeds previously paid to Seller as a result of such damage after repair is completed; provided, however, that Buyer shall have (plus a credit against the right to delay the Closing Date until the repair is completed. If Seller fails to diligently proceed to repair such damage, then Buyer shall have the right to require the Closing to occur and cash portion of the Purchase Price (specificallyfor the amount of any deductible maintained by Seller with respect to such policy) and, first to the cash portion thereofextent the same may be necessary or appropriate, if applicable which is payable on the Closing Date) shall be reduced by the cost of such repair (as estimated by Buyer’s contractor), or at Buyer’s option, the Seller shall assign to Buyer Purchaser, at Settlement, all right to receive the proceeds of all insurance related Seller’s rights to such damage and proceeds. If, prior to Settlement, a Portfolio Property is destroyed or damaged, but not to a material extent, then the Settlement shall proceed without any reduction in the Purchase Price and subject to the other provisions hereof, but Purchaser shall be reduced by entitled to any and all insurance proceeds payable to Seller as a result of such damages and destruction (plus a credit against the cash portion of the Purchase Price for the amount of any deductibles on deductible maintained by Seller with respect to such insurancepolicy), as set forth above. For purposes Damages to or destruction of this Sectiona Portfolio Property shall be deemed not material if (a) the Portfolio Property can be repaired or replaced for a cost not to exceed five percent (5%) of the allocated Schedule 1 Purchase Price for such Portfolio Property, and (b) the words “substantially damaged” mean damage that would cost $200,000 number of rental apartment units damaged or more to repairdestroyed is less than five percent (5%) of the total number of units at such Portfolio Property.

Damage. If, prior to the Closing Date, all or any part of the Real Property is substantially damaged by fire, casualty, the elements elements, or any other cause, Seller shall immediately give notice to Buyer written notice of such fact and Buyer shall have the right at Buyer's option (to be exercised within thirty (30) days after receipt of Seller’s 's notice) to terminate this Agreement. If ), this Agreement is so terminatedshall terminate, in which event neither party will have any further obligations under this Agreement Agreement, and the Exxxxxx Money and all Xxxxxxx Money, together with any accrued interest thereon interest, shall be refunded to Buyer. If Buyer fails to elect to terminate this Agreement despite such damage, or if the Real Property is damaged but not substantially, Seller shall promptly commence to repair such damage or destruction and return the Real Property to its condition prior to such damage. If such damage shall be completely repaired prior to the Closing Date, Date then there shall be no reduction in the Purchase Price and Seller shall retain the proceeds of all insurance related to such damage. If if such damage shall not be completely repaired prior to the Closing Date Date, but Seller is diligently proceeding to repair, then Seller shall complete the repair after the Closing Date and shall be entitled to receive the proceeds of all insurance related to such damage after repair is completed; provided, however, that Buyer shall have the right to delay the Closing Date until the repair is completedcompleted without cost to Buyer. If Seller fails shall fail to diligently proceed to repair such damage, damage then Buyer shall have the right to require the Closing to occur and the Purchase Price (specifically, first the cash portion thereof, if applicable which is payable on the Closing Date) shall be reduced by the cost of such repair (as estimated by Buyer’s contractor)repair, or at Buyer’s 's option, the Seller shall assign to Buyer all right to receive the proceeds of all insurance related to such damage and the Purchase Price shall be reduced by remain the amount of any deductibles on such insurancesame. For purposes of this Section, the words “"substantially damaged” " mean damage that would cost $200,000 25,000 or more to repair.

Damage. If, prior to the Closing Date, all or any part of the Property is substantially Improvements are damaged by fire, fire or other casualty, the elements or any other cause, Seller shall immediately promptly give Buyer written notice to Purchaser of such fact and Buyer shall have fact. If any part of the right Improvements are substantially damaged, at Purchaser's option (to be exercised by Purchaser's written notice to Seller given within thirty (30) days after receipt Seller's initial notice to Purchaser), this Agreement shall terminate. In the event of Seller’s notice) to terminate any such termination of this Agreement. If this Agreement is so terminated, neither party will have any further obligations under this Agreement (other than the obligations of the parties that, by the express terms hereof, survive any such termination), and the Exxxxxx Xxxxxxx Money and all accrued interest thereon shall be refunded to BuyerPurchaser. If Buyer Purchaser fails to elect to terminate (in the manner provided in this Agreement Section 12) despite such damage, or if the Property is Improvements are damaged but not substantially, Seller shall promptly commence to repair such damage or destruction and to return the Property Improvements to its substantially their condition prior to such damage. If such damage shall be completely repaired prior to the Closing Date, then there shall be no reduction in the Purchase Price Price, and Seller shall retain the proceeds of all insurance related to such damage. If such damage shall not be completely repaired prior to the Closing Date Date, but Seller is diligently proceeding to repair, then Seller shall complete the repair after the Closing Date and shall be entitled to receive the proceeds of all insurance related to such damage after repair is completeddamage; provided, however, that Buyer Purchaser shall have the right to delay the Closing Date until the repair is completed. If Seller fails to diligently proceed to repair such damage, then Buyer shall have the right to require the Closing to occur and the Purchase Price (specifically, first the cash portion thereof, if applicable which is payable on the Closing Date) shall be reduced by the cost of such repair (as estimated by Buyer’s contractor), or at Buyer’s option, the Seller shall assign to Buyer all right to receive the proceeds of all insurance related to such damage and the Purchase Price shall be reduced by the amount of any deductibles on such insurance. For purposes of this SectionSection 12, the words “"substantially damaged” " mean damage that would cost $200,000 500,000 or more to repairrepair or damage that would entitle the Tenant to terminate the Lease.

Damage. If, prior to the Closing Date, all or any part of the Property is substantially damaged by fire, fire casualty, the elements or any other cause, Seller shall immediately give notice to Buyer written notice of such fact and Buyer shall have the right at Buyer's option (to be exercised within thirty (30) days after receipt of Seller’s 's notice) to terminate this Agreement. If ), this Agreement is so terminatedshall terminate, in which event neither party will have any further obligations under this Agreement and the Exxxxxx Money and all Xxxxxxx Money, together with any accrued interest thereon interest, shall be refunded to Buyer. If Buyer fails to elect to terminate this Agreement despite such damage, or if the Property is damaged but not substantially, Seller shall promptly commence to repair such damage or destruction and return the Property property to its condition prior to such damage. If such damage shall be completely repaired prior to the Closing Date, Date then there shall be no reduction in the Purchase Price and Seller shall retain the proceeds of all insurance related to such damage. If such damage shall not be completely repaired prior to the Closing Date but Seller is diligently proceeding to repair, then Seller shall complete the repair after the Closing Date and shall be entitled to receive the proceeds of all insurance related to such damage after repair is completed; provided, however, that Buyer shall have the right to delay the Closing Date until the repair is completed, or escrow one hundred and ten (110%) percent of the estimated cost to complete the repairs from the Seller's proceeds and close the transaction. If Seller fails shall fail to diligently proceed to repair such damage, damage then Buyer shall have the right to require the Closing a closing to occur and the Purchase Price (specifically, first and specifically the cash portion thereof, if applicable which is payable on at the Closing Date) shall be reduced by the cost of such repair (as estimated by Buyer’s contractor)repair, or at Buyer’s 's option, the Seller shall assign to Buyer all right to receive the proceeds of all insurance related to such damage and the Purchase Price shall be reduced by remain the amount of any deductibles on such insurancesame. For purposes of this Section, the words “"substantially damaged” " mean damage that would cost Fifty Thousand and No/100 ($200,000 50,000.00) Dollars or more to repair.