Common use of Entirety of Property Clause in Contracts

Entirety of Property. If, before the Closing Date, all or any material part of the Property (taken as a whole) is destroyed or damaged, or becomes subject to condemnation or eminent domain proceedings, then Seller shall promptly deliver a Seller’s Notice to Purchaser. Purchaser may thereafter elect to terminate this Agreement in its entirety, or proceed with Closing on the entirety of the Property by delivering a written notice thereof to Seller within ten business days after Purchaser’s receipt of a Seller’s Notice; provided that Purchaser’s failure to timely make an election shall be deemed to be Purchaser’s election to terminate this Agreement. If Purchaser elects (or is deemed to have elected) to terminate this Agreement pursuant to this Section 8(b), neither party shall have any further rights or obligations under this Agreement except for those which expressly survive termination. If (but only if) Purchaser elects in writing to proceed with Closing, then the parties shall proceed with the Closing; provided that Purchaser shall receive a credit to the Purchase Price at Closing for any deductible, self-insured amount, or uninsured loss, and Purchaser shall be entitled to all insurance proceeds and/or condemnation awards in connection with the applicable casualty or condemnation. In connection therewith, Seller shall assign to Purchaser at Closing Seller’s rights to any such casualty proceeds and/or condemnation awards; provided, however, that if the applicable casualty proceeds and/or condemnation awards are not assignable, Seller shall, file a claim for the applicable proceeds and/or awards, use good faith, commercially reasonable efforts to negotiate and settle such claim in consultation with, and subject to the approval of, Purchaser, and promptly pay over to Purchaser any applicable insurance proceeds and/or condemnation awards paid in respect thereof, after first recouping Seller’s reasonable out-of-pocket expenses related thereto.