Common use of FIRE OR CASUALTY Clause in Contracts

FIRE OR CASUALTY. In the event of damage to the Property by fire or other casualty prior to the Closing Date, Seller will promptly notify Buyer of such fire or other casualty ("Casualty Notice"). Seller shall state in the Casualty Notice the cost that Seller in good faith estimates will be incurred to repair the casualty loss. If there is an uninsured loss in excess of two hundred thousand dollars ($200,000), Seller may elect to terminate this Agreement by written notice delivered to Buyer within five (5) days after the Casualty Notice, in which case the Exxxxxx Money will be disbursed to Buyer and the parties will have no further obligations hereunder (except for obligations that are expressly intended to survive the termination of this Agreement). If the fire or other casualty damage estimate is in excess of five percent (5%) of the Purchase Price and this Agreement is not terminated by Seller on account of an uninsured loss, then Buyer may elect, by written notice delivered to Seller on or before the sooner of (i) the twentieth (20th) day after Buyer’s receipt of the Casualty Notice or (ii) the Closing Date, to either: (a) close the transaction contemplated by this Agreement and receive either a reduction in the Purchase Price in the amount of the insurance policy deductible and any uninsured loss and receive all insurance claims and proceeds payable to Seller as a result of such fire or other casualty, with the same being paid or assigned to Buyer at Closing, or (b) terminate this Agreement and receive a return of the Exxxxxx Money, in which case the parties will have no further obligations hereunder (except for obligations that are expressly intended to survive the termination of this Agreement). If the damage to the Property by fire or other casualty prior to the Closing Date would cost less than five percent (5%) of the Purchase Price to repair (as determined by Seller in good faith), Buyer will not have the right to terminate its obligations under this Agreement by reason thereof, and Seller will have the right to elect to either repair and restore the Property if such repair or restoration may be completed prior to the Closing Date or to credit the Purchase Price in the amount of the insurance policy deductible and any uninsured loss and assign and transfer to Buyer on the Closing Date all of Seller’s right, title and interest in and to all insurance proceeds paid or payable to Seller on account of such fire or casualty. Seller will fully cooperate with Buyer, at Buyer’s sole out-of-pocket expense, post-closing to adjust and settle any such claim.

FIRE OR CASUALTY. In the event of damage to the Property by fire If on or other casualty prior to the Closing DateDate all or any material portion of the Existing Improvements are destroyed or damaged as a result of fire or any other casualty, Seller will shall promptly notify give written notice thereof to Buyer, and Buyer shall have the right, at its sole option, of such fire or other casualty ("Casualty Notice"). Seller shall state in the Casualty Notice the cost that Seller in good faith estimates will be incurred to repair the casualty loss. If there is an uninsured loss in excess of two hundred thousand dollars ($200,000), Seller may elect to terminate terminating this Agreement by and being released from all liabilities and obligations hereunder, in which event the Deposit shall be refunded to Buyer, whereupon both Seller and Buyer shall be released from any and all further obligation and liability hereunder. Buyer shall deliver written notice delivered of its election to Buyer Seller within five (5) calendar days after the Casualty Noticedate upon which Buyer receives written notice, in which case the Exxxxxx Money will be disbursed to or otherwise learns, of such damage. If notice of such damage is received by Buyer and it fails to deliver written notice to Seller of its election, such failure shall be deemed an election by Buyer to complete the parties will have no further obligations hereunder (except for obligations that are expressly intended to survive purchase of the termination of Premises under this Agreement). If the fire or other casualty damage estimate is in excess of five percent (5%) of the Purchase Price and Buyer does not terminate this Agreement is not terminated by Seller on account of an uninsured loss, then Buyer may elect, by written notice delivered to Seller on or before the sooner of (i) the twentieth (20th) day after Buyer’s receipt of the Casualty Notice or (ii) the Closing Date, to either: (a) close the transaction contemplated by this Agreement and receive either a reduction in the Purchase Price in the amount of the insurance policy deductible and any uninsured loss and receive all insurance claims and proceeds payable to Seller as a result of such fire or other casualty, with the same being paid or assigned to Buyer at ClosingAgreement, or (b) terminate this Agreement and receive a return of the Exxxxxx Money, in which case the parties will have no further obligations hereunder (except for obligations that are expressly intended to survive the termination of this Agreement). If the damage to the Property by fire or other casualty prior to the Closing Date would cost less than five percent (5%) of the Purchase Price to repair (as determined by Seller in good faith), if Buyer will does not have the right to terminate its obligations under this Agreement, the proceeds of any insurance paid between the Agreement by reason thereofDate and the Closing Date, and Seller will have the right to elect to either repair and restore the Property if such repair or restoration may be completed prior to the Closing Date or to credit the Purchase Price in the amount of the any deductible under Seller’s casualty insurance policy deductible and any uninsured loss and assign and transfer for the Premises, shall be paid to Buyer on the Closing Date Date, and Seller shall assign to Buyer all rights Seller has to any future insurance proceeds arising from such casualty, without in any manner affecting the Purchase Price. For the purposes of Seller’s rightthis paragraph, title a material portion of the Existing Improvements shall be destroyed or damaged as a result of fire or any other casualty if the cost to repair or restore such damage exceeds $250,000.00. Seller shall have no obligation to repair or restore any damaged portion of the Existing Improvements, and interest in and if Buyer elects to complete Closing, Buyer shall accept the Existing Improvements subject to all insurance proceeds paid such damage or payable to Seller on account of such fire or casualty. Seller will fully cooperate with Buyer, at Buyer’s sole out-of-pocket expense, post-closing to adjust and settle any such claimdestruction.

FIRE OR CASUALTY. In the event of damage to the Property by fire or other casualty prior to the Closing Date, Seller will promptly notify Buyer of such fire or other casualty ("Casualty Notice"). Seller shall state in the Casualty Notice the cost that Seller in good faith estimates will be incurred to repair the casualty loss. If there is an uninsured loss in excess of two hundred ten thousand dollars ($200,00010,000), Seller may elect to terminate this Agreement by written notice delivered to Buyer within five (5) days after the Casualty Notice, in which case the Exxxxxx Money will be disbursed to Buyer and the parties will have no further obligations hereunder (except for obligations that are expressly intended to survive the termination of this Agreement). If the fire or other casualty damage estimate is in excess of five percent (5%) of the Purchase Price and this Agreement is not terminated by Seller on account of an uninsured loss, then Buyer may elect, by written notice delivered to Seller on or before the sooner of (i) the twentieth (20th) day after Buyer’s receipt of the Casualty Notice or (ii) the Closing Date, to either: (a) close the transaction contemplated by this Agreement and receive either a reduction in the Purchase Price in the amount of the insurance policy deductible and any uninsured loss and receive all insurance claims and proceeds payable to Seller as a result of such fire or other casualty, with the same being paid or assigned to Buyer at Closing, or (b) terminate this Agreement and receive a return of the Exxxxxx Money, in which case the parties will have no further obligations hereunder (except for obligations that are expressly intended to survive the termination of this Agreement). If the damage to the Property by fire or other casualty prior to the Closing Date would cost less than five percent (5%) of the Purchase Price to repair (as determined by Seller in good faith), Buyer will not have the right to terminate its obligations under this Agreement by reason thereof, and Seller will have the right to elect to either repair and restore the Property if such repair or restoration may be completed prior to the Closing Date or to credit the Purchase Price in the amount of the insurance policy deductible and any uninsured loss and assign and transfer to Buyer on the Closing Date all of Seller’s right, title and interest in and to all insurance proceeds paid or payable to Seller on account of such fire or casualty. Seller will fully cooperate with Buyer, at Buyer’s sole out-of-pocket expense, post-closing to adjust and settle any such claim.

FIRE OR CASUALTY. In the event of damage to the Property by fire or other casualty prior to the Closing Date, Seller will shall promptly notify Buyer Purchaser of such fire or other casualty ("Casualty Notice"). Seller shall state in the Casualty Notice the cost that Seller in good faith estimates will be incurred to repair the casualty loss. If there is an uninsured loss in excess of two hundred thousand dollars ($200,000), Seller may elect to terminate this Agreement by written notice delivered to Buyer within five (5) days after the Casualty Notice, in which case the Exxxxxx Money will be disbursed to Buyer and the parties will have no further obligations hereunder (except for obligations that are expressly intended to survive the termination of this Agreement)casualty. If the fire or other casualty causes damage estimate is which would cost in excess of five percent $1,000,000 to repair (5%) of the Purchase Price and this Agreement is not terminated as determined by Seller on account of an uninsured lossa licensed engineer or architect retained by Purchaser in good faith), or permit any tenant under a Lease to terminate its Lease, then Buyer Purchaser may elect, by written notice to be delivered to Seller on or before the sooner of (i) the twentieth (20th) day after BuyerPurchaser’s receipt of the Casualty Notice such notice or (ii) the Closing Date, to either: (a) close the transaction contemplated by this Agreement Agreement, in which event all insurance proceeds received prior to Closing shall be retained by the Company and receive either deemed part of the Property to be transferred at Closing and Purchaser shall be entitled to a reduction in the Purchase Price credit in the amount of any applicable deductibles or expended by Seller or the insurance policy deductible and any uninsured loss and receive all insurance claims and proceeds payable to Seller as a result of such fire or other casualty, Company solely in connection with the same being paid 16 repair or assigned to Buyer at Closingreplacement of the Property following such casualty, or (b) terminate this Agreement Agreement, and receive a return of the Exxxxxx Money, Xxxxxxx Deposit in which case the parties will hereto shall have no further obligations hereunder (except for obligations that are expressly intended to survive the termination of this Agreement). If the damage to the Property by fire or other casualty prior to the Closing Date would cost $1,000,000 or less than five percent (5%) of the Purchase Price to repair (as determined by Seller a licensed engineer or architect retained by Purchaser in good faith)) and not permit any tenant under a Lease to terminate its Lease, Buyer will Purchaser shall not have the right to terminate its obligations under this Agreement by reason thereof, and Seller will shall have the right to elect to either repair and restore the Property to the condition that existed before such damage if such repair or restoration may be completed prior to the Closing Date or Date, but if Seller does not do so prior to Closing, then all insurance proceeds received prior to Closing shall be retained by the Company and deemed part of the Property to be transferred at Closing and Purchaser shall be entitled to a credit the Purchase Price in the amount of any applicable deductibles. For purposes of this Section 11, the insurance policy deductible term “Property” shall be limited to and any uninsured loss refer only to the Land and assign and transfer to Buyer on the Closing Date all of Seller’s right, title and interest in and to all insurance proceeds paid or payable to Seller on account of such fire or casualty. Seller will fully cooperate with Buyer, at Buyer’s sole out-of-pocket expense, post-closing to adjust and settle any such claimImprovements.

FIRE OR CASUALTY. In the event of damage to the Property by fire or other casualty prior to the Closing Date, Seller will shall promptly notify Buyer Purchaser of such fire or other casualty ("Casualty Notice"). Seller shall state in the Casualty Notice the cost that Seller in good faith estimates will be incurred to repair the casualty loss. If there is an uninsured loss in excess of two hundred thousand dollars ($200,000), Seller may elect to terminate this Agreement by written notice delivered to Buyer within five (5) days after the Casualty Notice, in which case the Exxxxxx Money will be disbursed to Buyer and the parties will have no further obligations hereunder (except for obligations that are expressly intended to survive the termination of this Agreement)casualty. If the fire or other casualty causes damage estimate is which would cost in excess of five percent $5,000,000 to repair (5%) as determined by a licensed engineer or architect retained by Purchaser in good faith), or permit any tenant under a Lease of the Purchase Price and this Agreement is not terminated by Seller on account of an uninsured lossmore than 25,000 square feet to terminate its Lease, then Buyer Purchaser may elect, by written notice to be delivered to Seller on or before the sooner of (i) the twentieth (20th) day after Buyer’s Purchaser's receipt of the Casualty Notice such notice or (ii) the Closing Date, to either: (a) close the transaction contemplated by this Agreement Agreement, in which event all insurance proceeds received prior to Closing shall be retained by the Company and receive either deemed part of the Property to be transferred at Closing and Purchaser shall be entitled to a reduction in the Purchase Price credit in the amount of any applicable deductibles or expended by Seller or the insurance policy deductible and any uninsured loss and receive all insurance claims and proceeds payable to Seller as a result of such fire or other casualty, Company solely in connection with the same being paid repair or assigned to Buyer at Closingreplacement of the Property following such casualty, or (b) terminate this Agreement Agreement, and receive a return of the Exxxxxx Money, Xxxxxxx Money in which case the parties will hereto shall have no further obligations hereunder (except for obligations that are expressly intended to survive the termination of this Agreement). If the damage to the Property by fire or other casualty prior to the Closing Date would cost $5,000,000 or less than five percent (5%) of the Purchase Price to repair (as determined by Seller a licensed engineer or architect retained by Purchaser in good faith)) and not permit any tenant under a Lease of more than 25,000 square feet to terminate its Lease, Buyer will Purchaser shall not have the right to terminate its obligations under this Agreement by reason thereof, and Seller will shall have the right to elect to either repair and restore the Property to the condition that existed before such damage if such repair or restoration may be completed prior to the Closing Date or Date, but if Seller does not do so prior to Closing, then all insurance proceeds received prior to Closing shall be retained by the Company and deemed part of the Property to be transferred at Closing and Purchaser shall be entitled to a credit the Purchase Price in the amount of any applicable deductibles. Notwithstanding anything to the insurance policy deductible and any uninsured loss and assign and transfer contrary contained herein, the Company shall have the right to Buyer on the Closing Date all of Seller’s right, title and interest in and to receive all insurance proceeds paid or payable attributable to Seller on account damage to the Property occurring prior to the date of such fire or casualtythis Agreement. Seller will fully cooperate with BuyerFor purposes of this Section 12, at Buyer’s sole out-of-pocket expense, post-closing the term "Property" shall be limited to adjust and settle any such claimrefer only to the Land and Improvements.

FIRE OR CASUALTY. In the event of damage to the Property by fire or other casualty prior to the Closing Date, Seller will promptly notify Buyer of such fire or other casualty ("Casualty Notice"). Seller shall state in the Casualty Notice the cost that Seller in good faith estimates will be incurred to repair the casualty loss. If there is an uninsured loss in excess of two hundred thousand dollars ($200,000), Seller may elect to terminate this Agreement by written notice delivered to Buyer within five (5) days after the Casualty Notice, in which case the Exxxxxx Money will be disbursed returned to Buyer and the parties will have no further obligations hereunder (except for obligations that are expressly intended to survive the termination of this Agreement). If the fire or other casualty damage estimate is in excess of five percent (5%) of the Purchase Price and this Agreement is not terminated by Seller on account of an uninsured loss, then Buyer may elect, by written notice delivered to Seller on or before the sooner of (i) the twentieth (20th) day after Buyer’s receipt of the Casualty Notice or (ii) the Closing Date, to either: (a) close the transaction contemplated by this Agreement and receive either a reduction in the Purchase Price in the amount of the insurance policy deductible and any uninsured loss and receive all insurance claims and proceeds payable to Seller as a result of such fire or other casualty, with the same being paid or assigned to Buyer at Closing, or (b) terminate this Agreement and receive a return of the Exxxxxx MoneyAgreement, in which case the Exxxxxx Money will be returned to Buyer and the parties will have no further obligations hereunder (except for obligations that are expressly intended to survive the termination of this Agreement). If the damage to the Property by fire or other casualty prior to the Closing Date would cost less than five percent (5%) of the Purchase Price to repair (as determined by Seller in good faith), Buyer will not have the right to terminate its obligations under this Agreement by reason thereof, and Seller will have the right to elect to either repair and restore the Property if such repair or restoration may be completed prior to the Closing Date or to credit the Purchase Price in the amount of the insurance policy deductible and any uninsured loss and assign and transfer to Buyer on the Closing Date all of Seller’s right, title and interest in and to all insurance proceeds paid or payable to Seller on account of such fire or casualty. Seller will fully cooperate with Buyer, at Buyer’s sole out-of-pocket expense, post-closing to adjust and settle any such claim.

FIRE OR CASUALTY. In the event of damage to the Property by fire or other casualty prior to the Closing Date, Seller will promptly notify Buyer of such fire or other casualty ("Casualty Notice"). Seller shall state in the Casualty Notice any information Seller has received concerning the cost that Seller in good faith estimates will to be incurred to repair the casualty loss. If there is an uninsured loss in excess of two hundred thousand dollars ($200,000)100,000.00, Seller may elect to terminate this Agreement by written notice delivered to Buyer within five thirty (530) days after the Casualty Notice, in which case the Exxxxxx Money will be disbursed to Buyer and the parties will have no further obligations hereunder (except for obligations that are expressly intended to survive the termination of this Agreement). If the fire or other casualty damage estimate is in excess of five percent (5%) of the Purchase Price and this Agreement is not terminated by Seller on account of an uninsured loss, then Buyer may elect, by written notice delivered to Seller on or before the sooner of (i) the twentieth (20th) day after Buyer’s receipt of the Casualty Notice Notice, or (ii) the Closing Date, to either: (a) close the transaction contemplated by this Agreement and receive either a reduction in the Purchase Price in the amount of the insurance policy deductible and any uninsured loss and receive all insurance claims and proceeds payable to Seller as a result of such fire or other casualty, with the same being paid or assigned to Buyer at Closing, or (b) terminate this Agreement and receive a return of the Exxxxxx MoneyAgreement, in which case the parties will have no further obligations hereunder (except for obligations that are expressly intended to survive the termination of this Agreement). If the damage to the Property by fire or other casualty prior to the Closing Date would cost less than five percent (5%) of the Purchase Price to repair (as determined by Seller in good faith), Buyer will not have the right to terminate its obligations under this Agreement by reason thereof, and Seller will have the right to elect to either repair and restore the Property if such repair or restoration may be completed prior to the Closing Date or to credit the Purchase Price in the amount of the insurance policy deductible and any uninsured loss and assign and transfer to Buyer on the Closing Date all of Seller’s right, title and interest in and to all insurance proceeds paid or payable to Seller on account of such fire or casualty. Seller will fully cooperate with Buyer, at Buyer’s sole out-of-pocket expense, post-closing to adjust and settle any such claim.

FIRE OR CASUALTY. In A. Paragraph 9 hereof notwithstanding, if the event of damage to Premises or the Property access thereto shall be damaged by fire or other casualty prior and if such damage does not render all or a material portion of the Premises untenantable and if the Premises, the Office Section or the Building are not substantially damaged (as hereinafter defined), then Landlord shall, subject to building and zoning laws then applicable, repair and restore the Closing Datesame with reasonable promptness, Seller will promptly notify Buyer subject to reasonable delays for insurance adjustments and delays caused by matters beyond Landlord's reasonable control, but shall not be obligated to expend therefor an amount in excess of such the proceeds of insurance recovered with respect thereto. If all or a material portion of the Premises are rendered untenantable by fire or other casualty, or if the Premises, the Office Section or the Building are substantially damaged by fire or other casualty (the term "Casualty Notice"). Seller shall state substantially damaged" meaning damage of such a character that the same cannot, in ordinary course, reasonably be expected to be repaired within ninety (90) days from the Casualty Notice the cost time that Seller in good faith estimates will be incurred to repair the casualty loss. If there is an uninsured loss in excess of two hundred thousand dollars ($200,000work would commence), Seller may elect then, in either such case, Landlord shall have the right to terminate this Agreement Lease by written giving notice delivered of Landlord's election so to Buyer within five do not later than one hundred twenty (5120) days after Landlord has ascertained all information required by Landlord to determine whether or not to terminate this Lease, including without limitation the amount of insurance proceeds which are available to Landlord for restoration. In the event Landlord gives such termination notice, this Lease shall terminate (with appropriate proration(s) of Rent being made for Tenant's possession of the tenantable portion of the Premises after the date of such damage) as of the date specified in such notice (but in no event sooner than thirty (30) days after the Casualty Noticedate of such notice) with the same force and effect as if the date specified were the date originally established as the expiration date hereof Landlord shall have no liability to Tenant, and Tenant shall not be entitled to terminate this Lease by virtue of any delays in completion of such repairs and restoration. Further, in which case the Exxxxxx Money will event this Lease is not terminated, Landlord shall not be disbursed obligated to Buyer and the parties will have no further obligations hereunder (except for obligations that are expressly intended to survive the termination of this Agreement). If the fire or other casualty damage estimate is in excess of five percent (5%) restore any portion of the Purchase Price and this Agreement Office Section or the Building outside of the Premises which is not terminated by Seller necessary for reasonable access to and egress from the Premises. Except as otherwise provided below, Rent shall abate on account of an uninsured loss, then Buyer may elect, by written notice delivered to Seller on or before the sooner of (i) the twentieth (20th) day after Buyer’s receipt those portions of the Casualty Notice or (ii) the Closing DatePremxxxx as are, from time to either: (a) close the transaction contemplated by this Agreement and receive either a reduction in the Purchase Price in the amount of the insurance policy deductible and any uninsured loss and receive all insurance claims and proceeds payable to Seller time, untenantable as a result of such fire or other casualty, with the same being paid or assigned to Buyer at Closing, or (b) terminate this Agreement and receive a return of the Exxxxxx Money, in which case the parties will have no further obligations hereunder (except for obligations that are expressly intended to survive the termination of this Agreement). If the damage to the Property by fire or other casualty prior to the Closing Date would cost less than five percent (5%) of the Purchase Price to repair (as determined by Seller in good faith), Buyer will not have the right to terminate its obligations under this Agreement by reason thereof, and Seller will have the right to elect to either repair and restore the Property if such repair or restoration may be completed prior to the Closing Date or to credit the Purchase Price in the amount of the insurance policy deductible and any uninsured loss and assign and transfer to Buyer on the Closing Date all of Seller’s right, title and interest in and to all insurance proceeds paid or payable to Seller on account of such fire or casualty. Seller will fully cooperate with Buyer, at Buyer’s sole out-of-pocket expense, post-closing to adjust and settle any such claimdamage.

FIRE OR CASUALTY. In the event of damage to the Property by fire or other casualty prior to the Closing Date, Seller will shall promptly notify Buyer Purchaser of such fire or other casualty ("Casualty Notice"). Seller shall state in the Casualty Notice the cost that Seller in good faith estimates will be incurred to repair the casualty loss. If there is an uninsured loss in excess of two hundred thousand dollars ($200,000), Seller may elect to terminate this Agreement by written notice delivered to Buyer within five (5) days after the Casualty Notice, in which case the Exxxxxx Money will be disbursed to Buyer and the parties will have no further obligations hereunder (except for obligations that are expressly intended to survive the termination of this Agreement)casualty. If the fire or other casualty causes damage estimate is which would cost in excess of five percent $500,000 to repair (5%) of the Purchase Price and this Agreement is not terminated as determined by Seller on account of an uninsured lossin good faith), then Buyer Purchaser may elect, by written notice to be delivered to Seller on or before the sooner of (i) the twentieth (20th) day after Buyer’s Purchaser's receipt of the Casualty Notice or such notice (ii) and the Closing DateDate shall be extended, if necessary, to accommodate such twenty (20) day period), to either: (a) close the transaction contemplated by this Agreement and receive either a reduction in the Purchase Price in the amount of the insurance policy deductible and any uninsured loss and receive all insurance claims and proceeds payable to Seller as a result of such fire or other casualty, with the same being paid or assigned to Buyer Purchaser at Closing, Closing (and Seller shall pay the insurance deductible or give Purchaser a credit therefor) or (b) terminate this Agreement Agreement, and receive a return of the Exxxxxx Money, Xxxxxxx Money in which case the parties will hereto shall have no further obligations hereunder (except for obligations that which are expressly intended to survive the termination of this Agreement). If the damage to the Property by fire or other casualty prior to the Closing Date would cost less than five percent (5%) of the Purchase Price or equal to $500,000 to repair (as determined by Seller in good faith), Buyer will Purchaser shall not have the right to terminate its obligations under this Agreement by reason thereof, and Seller will shall have the right to elect to either repair and restore the Property if such repair or restoration may be completed prior to the Closing Date or to credit the Purchase Price in the amount of the insurance policy deductible and any uninsured loss and assign and transfer to Buyer Purchaser on the Closing Date all of Seller’s 's right, title and interest in and to all insurance proceeds paid or payable to Seller on account of such fire or casualtycasualty (and Seller shall pay the insurance deductible or give Purchaser a credit therefor). Seller will fully cooperate with Buyer, at Buyer’s sole out-of-pocket expense, post-closing to adjust and settle any such claimThe provisions of this Section 12 shall survive the termination of this Agreement.

FIRE OR CASUALTY. If a fire or other casualty affects the Site, Customer shall promptly notify BASC. In the event of damage a total or substantial destruction of the Property that does not result from the action or inaction of either Party, Customer’s obligation to make payments under Section 2 of this Agreement and BASC’s obligations to Customer under this Agreement shall terminate, and neither Party shall have any further obligations under this Agreement, provided that BASC may remove the Site Equipment within 60 days thereafter. In the event of a casualty event, to the extent that such casualty event is attributable to the occurrence of a Force Majeure Event, which destroys all or a substantial portion of the Premises, Customer shall elect, within ninety (90) days of such event, whether it will restore the Property, which restoration will be at the sole expense of Customer. If Customer does not elect to restore the Property, then BASC shall not restore the Site Equipment and this Agreement will terminate. If Customer does elect to restore the Property, Customer shall provide notice of such election to BASC and BASC shall then elect, within ninety (90) days of receipt of such notice, whether or not to restore the Site Equipment, subject to the Parties agreeing on a schedule for the restoration of the Property by fire and an equitable extension to the Term of this Agreement. If the Parties are not able to so agree or if BASC does not elect to restore the Site Equipment, BASC shall promptly remove any portions of the Site Equipment remaining on the Property at its sole expense, and this Agreement shall terminate. If BASC does elect to restore the Site Equipment, it shall do so at its sole expense. In the event of termination of this Agreement pursuant to this Section 15.E, (i) the Parties shall not be released from any payment or other casualty obligations arising under this Agreement prior to the Closing Date, Seller will promptly notify Buyer of such fire or other casualty event; and ("Casualty Notice"). Seller ii) the indemnity obligations under Section A shall state in the Casualty Notice the cost that Seller in good faith estimates will be incurred continue to repair the casualty loss. If there is an uninsured loss in excess of two hundred thousand dollars ($200,000), Seller may elect to terminate this Agreement by written notice delivered to Buyer within five (5) days after the Casualty Notice, in which case the Exxxxxx Money will be disbursed to Buyer and the parties will have no further obligations hereunder (except for obligations that are expressly intended to survive apply notwithstanding the termination of this Agreement). If the fire or other casualty damage estimate is in excess of five percent (5%) of the Purchase Price and this Agreement is not terminated by Seller on account of an uninsured loss, then Buyer may elect, by written notice delivered to Seller on or before the sooner of (i) the twentieth (20th) day after Buyer’s receipt of the Casualty Notice or (ii) the Closing Date, to either: (a) close the transaction contemplated by this Agreement and receive either a reduction in the Purchase Price in the amount of the insurance policy deductible and any uninsured loss and receive all insurance claims and proceeds payable to Seller as a result of such fire or other casualty, with the same being paid or assigned to Buyer at Closing, or (b) terminate this Agreement and receive a return of the Exxxxxx Money, in which case the parties will have no further obligations hereunder (except for obligations that are expressly intended to survive the termination of this Agreement). If the damage to the Property by fire or other casualty prior to the Closing Date would cost less than five percent (5%) of the Purchase Price to repair (as determined by Seller in good faith), Buyer will not have the right to terminate its obligations under this Agreement by reason thereof, and Seller will have the right to elect to either repair and restore the Property if such repair or restoration may be completed prior to the Closing Date or to credit the Purchase Price in the amount of the insurance policy deductible and any uninsured loss and assign and transfer to Buyer on the Closing Date all of Seller’s right, title and interest in and to all insurance proceeds paid or payable to Seller on account of such fire or casualty. Seller will fully cooperate with Buyer, at Buyer’s sole out-of-pocket expense, post-closing to adjust and settle any such claim.

FIRE OR CASUALTY. In the event of damage to the Property by fire or other casualty prior to the Closing Date, Seller will promptly shall notify Buyer Purchaser of such fire or other casualty ("Casualty Notice")promptly after Seller becomes aware thereof. Seller shall state in the Casualty Notice the cost that Seller in good faith estimates will be incurred have no duty to repair the casualty losssuch damage. If there is an uninsured loss in excess of two hundred thousand dollars ($200,000)However, Seller may elect repair any such damage with Purchaser’s prior, written approval and may, without Purchaser’s approval, repair damage where such repair is necessary in Seller’s reasonable opinion to terminate this Agreement preserve and protect the health and safety of tenants of the Property or to preserve the Property from imminent risk of further damage or if required to do so by written notice delivered Seller’s insurance carrier (the costs thereof being referred to Buyer within five (5) days after the Casualty Notice, in which case the Exxxxxx Money will be disbursed to Buyer and the parties will have no further obligations hereunder (except for obligations that are expressly intended to survive the termination of this Agreementas “Preservation Expenses”). If the fire or other casualty causes damage estimate is which would cost in excess of five percent One Million Five Hundred Thousand and 00/100 Dollars (5%$1,500,000.00) of the Purchase Price and this Agreement is not terminated to repair (as determined by Seller on account of an uninsured lossindependent third party engineering firm engaged by Seller), then Buyer Purchaser may elect, by written notice to be delivered to Seller on or before the sooner of (i) the twentieth tenth (20th10th) day after BuyerPurchaser’s receipt of the Casualty Notice such notice or (ii) the Closing Date (provided that if such damage occurs within five (5) days prior to the Closing Date, the Closing Date shall be extended for ten (10) days to permit Purchaser time to evaluate and make such election), to either: (a) close the transaction contemplated by this Agreement and receive either receive: (i) a reduction in credit against the Purchase Price in an amount equal to all deductibles and self-insured amounts, if any, under the amount of the applicable insurance policy deductible policies; and any uninsured loss and receive (ii) all insurance claims and proceeds payable to Seller as a result of such fire or other casualtycasualty less any Preservation Expenses and other reasonable repair expenses incurred by Seller, with the same being paid or assigned to Buyer Purchaser at Closing, or (b) terminate this Agreement Agreement, and receive a return of the Exxxxxx Xxxxxxx Money, in which case the parties will hereto shall have no further obligations hereunder (except for obligations that are expressly intended stated to survive the termination of this Agreement). If the damage to the Property by fire or other casualty prior to the Closing Date would cost less than five percent or equal to One Million Five Hundred Thousand and 00/100 Dollars (5%$1,500,000.00) of the Purchase Price to repair (as determined by Seller in good faithan independent third party engineering firm engaged by Seller), Buyer will Purchaser shall not have the right to terminate its obligations under this Agreement by reason thereof, and Seller will have the right to elect to either repair and restore the Property if such repair or restoration may be completed prior to the Closing Date or to credit the Purchase Price in the amount of the insurance policy deductible and any uninsured loss and shall assign and transfer to Buyer Purchaser on the Closing Date all of Seller’s right, title and interest in and to all insurance proceeds paid or payable to Seller on account of such fire or casualty. casualty less any Preservation Expenses and other reasonable repair expenses incurred by Seller will fully cooperate with Buyerand shall provide a credit against the Purchase Price in an amount equal to all deductibles and self-insured amounts, at Buyer’s sole out-of-pocket expenseif any, post-closing to adjust and settle any such claimunder the applicable insurance policies.