Common use of FIRE, CASUALTY AND CONDEMNATION Clause in Contracts

FIRE, CASUALTY AND CONDEMNATION. The risk of loss, damage or destruction to the Property by fire or other casualty until the Closing is retained by Sellers, but without any obligation or liability by Sellers to repair or restore the Property. If at any time prior to Closing, any portion of the Property is destroyed or damaged as a result of (a) fire or any other casualty (hereinafter collectively referred to as “Casualty”), or (b) a taking in eminent domain or conveyance in lieu thereof (hereinafter referred to as “Taking”), Sellers shall promptly give written notice thereof (hereinafter referred to as the “Damage Notice”) to Buyer, including a statement by Sellers of its estimate (hereinafter referred to as the “Estimate”) of the cost of fully repairing and restoring the Property (to the extent practicable) to the condition which existed prior to the Casualty or Taking, as the case may be, as well as the timetable for completing such repairs and restoration. If there shall be any damage to, or destruction of, the Property as a result of a Casualty or Taking prior to the Closing and such damage, according to the Estimate, shall cost in excess of Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) to repair or shall take longer than three (3) months to repair and restore fully, or, in the case of a Taking, which would cause the Property (y) no longer to comply with zoning requirements or the Leases, (z) no longer to have access to a publicly-dedicated and maintained right-of-way for vehicular and pedestrian access, Buyer shall have the right to terminate this Contract by providing written notice to the Sellers within fifteen (10) business days after Buyer’s receipt of the Damage Notice from Sellers. Upon such termination, all claims and obligations of the Parties, except as otherwise expressly provided herein, shall be immediately released and discharged. If Buyer does not elect to terminate this Contract in accordance with the foregoing terms of this Section 14, there shall be no abatement in the Purchase Price (except, however, Buyer shall receive at Closing a credit equal to Sellers’s deductible and the cost of repair of any uninsured damage), and in lieu of any such abatement, Sellers shall execute, acknowledge and deliver to Buyer at the Closing, in counterparts, an assignment, expressly made without representation or warranty by Sellers and without recourse to Sellers, of Sellers’s interest in any net insurance or condemnation proceeds (that is, after expense of collection) which may be payable to Sellers as a result of such Casualty or Taking, subject, however, to Sellers’s right to receive reimbursement therefrom of any amounts paid or incurred by Sellers for or on account of repairs and/or restoration to the Property prior to the Closing on account of such Casualty or Taking, as the case may be, and which had been previously approved by Buyer. Sellers agree to cooperate with Buyer in the obtaining by Buyer of casualty or condemnation proceeds.

FIRE, CASUALTY AND CONDEMNATION. The risk A. In lieu of lossSection 5-1311 of the New York General Obligations Law, damage or destruction the following provisions shall apply to the Property by fire or other casualty until the Closing is retained by Sellers, but without any obligation or liability by Sellers to repair or restore the Property. this Agreement: (i) If at any time prior to Closing, any portion of the Property Unit 3 (a) is destroyed or damaged as a result of (a) fire or any other casualty (hereinafter collectively referred to as “"Casualty”"), or (b) a taking in is taken under the power of eminent domain or conveyance in lieu thereof (hereinafter referred to as “"Taking”"), Sellers Seller shall promptly give written notice thereof (hereinafter referred to as the “"Damage Notice”") thereof to Buyer, including a statement by Sellers of its estimate (hereinafter referred Purchaser. Any damage to as the “Estimate”) of the cost of fully repairing and restoring the Property (to the extent practicable) to the condition which existed prior to the Casualty or Taking, as the case may be, as well as the timetable for completing such repairs and restoration. If there shall be any damage to, or destruction of, the Property of Unit 3 as a result of a Casualty or Taking prior shall be deemed to be immaterial if 10% or less of the Closing and such rentable floor area of Unit 3 is damaged or unusable. If there shall be immaterial damage, according to the Estimate, shall cost in excess of Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) to repair or shall take longer than three (3) months to repair and restore fully, or, in the case of a Taking, which would cause the Property (y) no longer to comply with zoning requirements or the Leases, (z) no longer to have access to a publicly-dedicated and maintained right-of-way for vehicular and pedestrian access, Buyer neither Party shall have the right to terminate this Contract by providing written notice to the Sellers within fifteen (10) business days after Buyer’s receipt of the Damage Notice from Sellers. Upon such termination, all claims Agreement and obligations of the Parties, except as otherwise expressly provided herein, shall be immediately released and discharged. If Buyer does not elect to terminate this Contract in accordance with the foregoing terms of this Section 14, there shall be no abatement in the Purchase Price (except, however, Buyer shall receive at Closing a credit equal to Sellers’s deductible and the cost of repair of any uninsured damage)Price, and in lieu of any such abatement, Sellers Seller shall execute, acknowledge and deliver to Buyer Purchaser at the Closing, in counterparts, an assignment, expressly made without representation or warranty by Sellers Seller and without recourse to SellersSeller, of Sellers’s Seller's interest in any net insurance or condemnation proceeds (that is, after expense of collection) which may be payable to Sellers Seller with respect to Unit 3 as a result of such the Casualty or Taking, subject, however, however to Sellers’s Seller's right to receive reimbursement therefrom of any amounts paid or incurred by Sellers Seller for or on account of repairs and/or restoration to the Property prior to the Closing on account of such Casualty or Taking, as the case may be, and which had been previously approved by Buyer. Sellers agree to cooperate with Buyer in the obtaining by Buyer of casualty or condemnation proceedsClosing.

FIRE, CASUALTY AND CONDEMNATION. (a) The risk of loss, damage or destruction to the Property Premises by fire or other casualty until the Time of Closing is retained by SellersSeller, but without any obligation or liability by Sellers Seller to repair or restore the PropertyPremises. Seller shall maintain in effect through the Time of Closing, policies of fire and casualty insurance in an amount equal to the full insurable value of the buildings and other improvements on the Premises, less a deductible in the amount of Fifty Thousand Dollars ($50,000.00) or less with a replacement cost endorsement. If at any time prior to the Time of Closing, any portion of the Property Premises is destroyed or damaged as a result of (a) a fire or any other casualty (hereinafter collectively referred to as “"Casualty”"), or (b) a taking in eminent domain or conveyance in lieu thereof (hereinafter referred to as “"Taking”"), Sellers Seller shall promptly give written notice thereof (hereinafter referred to as the “"Damage Notice”") to Buyer, Buyer including a statement by Sellers an independent contractor reasonably selected by Seller of its estimate (hereinafter referred to as the “"Estimate”") of the cost of fully repairing and restoring the Property Premises (to the extent practicable) to the condition which existed prior to the Casualty or Taking, as the case may be, as well as the timetable for completing such repairs and restoration. If there The Estimate shall be any conclusive and binding upon Buyer and Seller. Any damage to, to or destruction of, of the Property Premises as a result of a Casualty or Taking prior shall be deemed to be immaterial if the Closing and such damage, according to the Estimate, shall cost in excess of Two Estimate is Five Hundred Fifty Thousand and No/100 Dollars ($250,000.00500,000.00) to repair or shall take longer than three (3) months to repair and restore fullyless. In such event, or, in the case of a Taking, which would cause the Property (y) no longer to comply with zoning requirements or the Leases, (z) no longer to have access to a publicly-dedicated and maintained right-of-way for vehicular and pedestrian access, Buyer neither party shall have the right to terminate this Contract by providing written notice to the Sellers within fifteen (10) business days after Buyer’s receipt of the Damage Notice from Sellers. Upon such termination, all claims Agreement and obligations of the Parties, except as otherwise expressly provided herein, shall be immediately released and discharged. If Buyer does not elect to terminate this Contract in accordance with the foregoing terms of this Section 14, there shall be no abatement in the Purchase Price (except, however, although Buyer shall receive at Closing be entitled to a credit equal to Sellers’s deductible and against the cost Purchase Price in the amount of repair of any uninsured damagethe applicable deductible), and in lieu of any such abatement, Sellers Seller shall execute, acknowledge and deliver to Buyer at the Closing, in counterparts, an assignment, expressly made without representation or warranty by Sellers Seller and without recourse to SellersSeller, of Sellers’s Seller's interest in any net insurance or condemnation proceeds (that is, after expense of collection) which may be payable to Sellers Seller as a result of such Casualty or Taking, subject, however, however to Sellers’s Seller's right to receive reimbursement therefrom of any amounts reasonably paid or incurred by Sellers Seller for or on account of repairs and/or restoration of the Premises prior to the Closing. If a holder of a mortgage on the Premises shall not permit the insurance proceeds or a part thereof to be used to restore the Premises to its former condition or to be so paid over or assigned, then Seller shall, on delivery of the Deed, give to Buyer (A) a credit against the Purchase Price equal to said amounts recovered or recoverable and retained by the holder of such mortgage and (B) a credit against the Purchase Price equal to the amount of such deductible. If there shall be material (i.e., the Estimate is more than Five Hundred Thousand Dollars ($500,000.00)) damage to, or destruction of, the Premises as a result of a Casualty or Taking prior to the Closing, Buyer and Seller shall each have the right to terminate this Agreement by providing written notice to the other Party within ten (10) days after Buyer's receipt of the Damage Notice from Seller. Upon such termination, Seller shall return to Buyer the Deposit and upon such return of the Deposit, all claims and obligations of the Parties, except as otherwise expressly provided herein, shall be immediately released and discharged. If neither Buyer nor Seller elects to terminate this Agreement in accordance with the foregoing terms of this Section, there shall be no abatement in the Purchase Price (although Buyer shall be entitled to a credit against the Purchase Price in the amount of the applicable deductible), and in lieu of any such abatement, Seller shall execute, acknowledge and deliver to Buyer at the Closing, in counterparts, an assignment, expressly made without representation or warranty by Seller and without recourse to Seller, of Seller's interest in any net insurance or condemnation proceeds (that is, after expense of collection) which may be payable to Seller as a result of such Casualty or Taking, subject, however to Seller's right to receive reimbursement therefrom of any amounts reasonably paid or incurred by Seller for or on account of repairs and/or restoration to the Property Premises prior to the Closing Closing. If a holder of a mortgage on account the Premises shall not permit the insurance proceeds or a part thereof to be used to restore the Premises to its former condition or to be so paid over or assigned, then Seller shall, on delivery of the Deed, give to Buyer (A) a credit against the Purchase Price equal to said amounts recovered or recoverable and retained by the holder of such Casualty or Taking, as mortgage and (B) a credit against the case may be, and which had been previously approved by Buyer. Sellers agree Purchase Price equal to cooperate with Buyer in the obtaining by Buyer amount of casualty or condemnation proceedssuch deductible.

FIRE, CASUALTY AND CONDEMNATION. The risk In the event all or any part of loss, damage the demised Premises should be subjected to eminent domain proceedings or destruction to the Property should be substantially damaged by fire or other casualty until casualty, and if pursuant thereto an amount of the Closing is retained leased Premises shall be condemned so as to render the residue inadequate for Lessee's purposes as herein set forth, Lessee shall have the option to terminate and cancel this Lease by Sellersgiving sixty (60) days written notice of such intention to Lessor, but without any obligation or liability by Sellers only if 1) Lessor fails to repair or give sixty (60) days written notice of intent to fully restore the Propertydemised Premises to its original configuration and dimensions; or 2) the Lessor fails to restore the Premises to a condition substantially suitable for the use intended herein in Lessee's reasonable determination, within one hundred twenty (120) days of the taking, fire or other casualty. During said period of restoration, Lessee shall not be liable for rental payments until property is approved for occupancy. If at any time prior such taking shall not render the residue of the leased Premises wholly inadequate for Lessee's purposes as herein set forth, Lessee's rentals hereunder shall be reduced in the proportion which the value of the property taken bears to Closingthe whole value of the leased Premises with improvements. In any such condemnation proceedings, all damages allocable to full fee simple ownership of the leased Premises shall be payable to Lessor, and any damages for loss of hold interest, including the un-amortized portion of the Property is destroyed or damaged as a result of (a) fire or any other casualty (hereinafter collectively referred to as “Casualty”), or (b) a taking value involved in eminent domain or conveyance in lieu thereof (hereinafter referred to as “Taking”), Sellers shall promptly give written notice thereof (hereinafter referred to as the “Damage Notice”) to Buyer, including a statement by Sellers of its estimate (hereinafter referred to as the “Estimate”) of the cost of fully repairing and restoring the Property (to the extent practicable) to the condition which existed prior to the Casualty or Taking, as the case may be, as well as the timetable for completing such repairs and restoration. If there shall be any damage to, or destruction of, the Property as a result of a Casualty or Taking prior to the Closing and such damage, according to the Estimate, shall cost in excess of Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) to repair or shall take longer than three (3) months to repair and restore fully, or, in the case of a Taking, which would cause the Property (y) no longer to comply with zoning requirements or the Leases, (z) no longer to have access to a publicly-dedicated and maintained right-of-way for vehicular and pedestrian access, Buyer shall have the right to terminate this Contract by providing written notice to the Sellers within fifteen (10) business days after Buyer’s receipt of the Damage Notice from Sellers. Upon such termination, all claims and obligations of the Parties, except as otherwise expressly provided herein, shall be immediately released and discharged. If Buyer does not elect to terminate this Contract in accordance with the foregoing terms of this Section 14, there shall be no abatement in the Purchase Price (except, however, Buyer shall receive at Closing a credit equal to Sellers’s deductible and the cost of repair condemnation of any uninsured damage), and in lieu of any such abatement, Sellers non-removable fixture placed on the leased Premises by Lessee with Lessor's approval shall execute, acknowledge and deliver to Buyer at the Closing, in counterparts, an assignment, expressly made without representation or warranty by Sellers and without recourse to Sellers, of Sellers’s interest in any net insurance or condemnation proceeds (that is, after expense of collection) which may be payable to Sellers as a result of such Casualty or Taking, subject, however, to Sellers’s right to receive reimbursement therefrom of any amounts paid or incurred by Sellers for or on account of repairs and/or restoration to the Property prior to the Closing on account of such Casualty or Taking, as the case may be, and which had been previously approved by Buyer. Sellers agree to cooperate with Buyer in the obtaining by Buyer of casualty or condemnation proceedsLessee.

FIRE, CASUALTY AND CONDEMNATION. The risk of loss, damage or destruction to the Property by fire or other casualty until the Closing is retained by SellersSeller, but without any obligation or liability by Sellers Seller to repair or restore the Property. If at any time prior to Closingbetween the Effective Date and the Closing Date, any portion of the Property is destroyed or damaged as a result of (a) fire or any other casualty (hereinafter collectively referred to as “Casualty”a "CASUALTY"), or (b) a taking in eminent domain or conveyance in lieu thereof (hereinafter referred to as “Taking”), Sellers Seller shall promptly give written notice thereof (hereinafter referred to as the “Damage Notice”a "DAMAGE NOTICE") to BuyerPurchaser, including as soon thereafter as is feasible a statement by Sellers an independent third party acceptable to Purchaser and Seller of its estimate (hereinafter referred to as the “Estimate”an "ESTIMATE") of the cost of fully repairing and restoring the Property (to the extent practicable) to the condition which existed prior to the Casualty. If the Estimate is for less than One Million Dollars ($1,000,000), then neither party shall be entitled to terminate this Agreement as a result of such Casualty except that Purchaser shall be entitled at its sole option to terminate this Agreement upon written notice to Seller, if such Casualty is so extensive as to allow any tenants of the Property to terminate their Leases on account of such damage or destruction (and, as a result, tenants with an aggregate of 25,000 or more rentable square feet actually terminate or have the right to terminate as of or subsequent to Closing and do not waive such right in writing prior to Closing) or if tenants of 25,000 rentable square feet or more in the aggregate are entitled to an abatement of rent under their Leases and Seller's rights under any rent loss insurance policy covering the Property are not assignable to Purchaser or will not result in payment of proceeds equal to or greater than such rent abated throughout the period of restoration and repair of the Casualty. If the Estimate is for One Million Dollars ($1,000,000) or more, then Purchaser shall be entitled at its sole option to terminate this Agreement upon written notice to Seller given by Purchaser within ten (10) days after Purchaser receives the Estimate; and if Purchaser fails to give such termination notice, then neither party shall be entitled to terminate this Agreement as a result of such Casualty. If at any time prior to Closing, all or any material part of the Property is subjected to a bona fide threat of condemnation by a body having the power of eminent domain or is taken by eminent domain or condemnation (or sale in lieu thereof), or if Seller receives notice that any condemnation, action or proceeding with respect to any material portion of the Property is contemplated by a body having the power of eminent domain (hereinafter collectively referred to as a "TAKING"), Seller shall give Purchaser immediate written notice of such Taking, as the case may beand Purchaser may, as well as the timetable for completing such repairs and restorationby written notice to Seller at any time prior to Closing, terminate this Agreement. If there shall be any damage to, or destruction of, the Property this Agreement is terminated by Purchaser as above provided as a result of a Casualty or Taking prior to the Closing and such damage, according to the Estimate, shall cost in excess of Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) to repair or shall take longer than three (3) months to repair and restore fully, or, in the case of a Taking, which would cause the Property (y) no longer Earnxxx Xxxey shall be refunded to comply with zoning requirements or the Leases, (z) no longer to have access to a publicly-dedicated Purchaser and maintained right-of-way for vehicular and pedestrian access, Buyer neither party shall have the right any further liability under this Agreement except for matters expressly stated in this Agreement to terminate survive termination of this Contract by providing written notice to the Sellers within fifteen (10) business days after Buyer’s receipt of the Damage Notice from Sellers. Upon such termination, all claims and obligations of the Parties, except as otherwise expressly provided herein, shall be immediately released and dischargedAgreement. If Buyer does this Agreement shall not elect to terminate this Contract in accordance with the foregoing terms of this Section 14be terminated following a Casualty or Taking, then there shall be no abatement in the Purchase Price (except, however, Buyer shall receive at Closing a credit equal to Sellers’s deductible and the cost of repair of any uninsured damage)Price, and in lieu of any such abatement, Sellers (i) Seller shall execute, acknowledge and deliver to Buyer Purchaser at the Closing, in counterparts, an assignment, expressly made without representation or warranty by Sellers Seller and without recourse to SellersSeller, of Sellers’s Seller's interest in any net insurance (including rent loss insurance) or condemnation proceeds (that is, after expense of collection) which may be payable to Sellers Seller as a result of such Casualty or Taking, subject, however, however to Sellers’s Seller's right to receive reimbursement therefrom of any amounts paid or incurred by Sellers Seller for or on account of repairs and/or restoration to of the Property prior to the Closing on account of such Casualty or Taking, as and (ii) Purchaser shall be entitled to a credit against the case may be, and which had been previously approved by Buyer. Sellers agree to cooperate with Buyer Purchase Price in the obtaining by Buyer amount of casualty any deductible or condemnation proceedsuninsured amount applicable to the proceeds of insurance with respect to such damage.