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 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 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 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 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 any Property, reasonably estimated by the Property Applicable Gxxx SLG Transferor to be in excess of $250,000, by fire or other casualty prior to the Closing Date, Seller will the Applicable Gxxx SLG Transferor shall promptly notify Buyer Mxxx-Xxxx 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 losscasualty. If there is an uninsured loss the fire or other casualty causes damage which would cost in excess of two hundred thousand dollars 5% of the aggregate Agreed Values of all of the Properties ($200,000as set forth on Schedule 13) to repair (as determined by Mxxx-Xxxx’x third party insurance consultant in good faith), Seller may elect to terminate this Agreement then Mxxx-Xxxx shall elect, by written notice to be delivered to Buyer within five each of the Gxxx SLG Transferors, on or before the sooner of (5i) days the twentieth (20th) day after Mxxx-Xxxx’x receipt of such notice or (ii) the Casualty NoticeClosing Date, to either: (a) close the transaction contemplated by this Agreement or (b) terminate this Agreement, and receive a return of the Deposit together with any interest earned thereon in which case the Exxxxxx Money will be disbursed to Buyer and 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 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 Mxxx-Xxxx fails to timely deliver written notice delivered of its election under the prior sentence, it shall be deemed 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, have elected 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 all of the Property Properties, by fire or other casualty prior to the Closing Date Date, would cost less than five percent (or equal to 5%) % of the Purchase Price aggregate Agreed Values of all of the Properties to repair (as determined by Seller Mxxx-Xxxx’x third party insurance consultant in good faith), Buyer will Mxxx-Xxxx shall not have the right to terminate its obligations under this Agreement by reason thereof. If, and Seller will have the right to elect to either repair and restore the Property if such repair following a fire or restoration may be completed prior other casualty, this Agreement is not terminated pursuant to the Closing Date or foregoing rights in this Section, the Applicable Gxxx SLG Transferor shall cause the applicable Owner 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 retain all of Sellersuch Owner’s right, title and interest in and to all insurance proceeds paid or payable to Seller such Owner on account of such fire or casualty. Seller will fully cooperate with Buyercasualty (subject to the terms of the Existing Fixed Rate Debt and Leases) and, at Buyerin addition, the Applicable Gxxx SLG Transferor shall (x) in the case of a Portfolio Property, cause the OP to contribute to the applicable Owner and (y) in the case of the Challenger Property, contribute to Challenger Owner, additional capital equal to the deductible under the applicable Owner’s sole out-of-pocket expense, post-closing to adjust and settle any such claimpolicy of casualty insurance.

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 $50,000 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), 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 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 $50,000 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), 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 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 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%) % of the Purchase Price and this Agreement is not terminated to repair (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 such 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 Purchaser at Closing, Closing (less any amounts applied to restoration plus the amount of any applicable deductibles) or (b) terminate this Agreement Agreement, and receive a return of the Exxxxxx Money, Earnest Money in which case the parties will hereto shall have no further obligations xxxxxxtions 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 (or equal to 5%) % of the Purchase Price 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 together with a credit for the amount of the applicable deductible. 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. In the event of damage Prior to the Property Closing, and notwithstanding the pendency of this Agreement, the entire risk of loss or damage by fire or other casualty shall be borne as set forth in this Section 14.2. If, prior to the Closing DateClosing, any part of a Development is damaged or destroyed by earthquake, flood, landslide, fire or other casualty (a “Casualty”), Seller will shall promptly notify Buyer of such fire fact. If such damage or other casualty destruction is “material,” Buyer shall have the option to terminate this Agreement upon written notice to Seller given not later than ten ("Casualty Notice"10) Business Days after receipt of Buyer's notice of such damage or destruction (and, if necessary, the Closing Date shall be extended by the number of days necessary to provide Buyer such ten (10) Business Day period). Seller For purposes hereof, “material” shall state in be deemed to be any uninsured damage or destruction to 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 Developments in excess of Five Million Dollars ($5,000,000) in the aggregate, or any insured damage or destruction to the property where (a) the cost of repair of replacement is reasonably estimated by an insurance adjuster reasonably acceptable to Seller and Buyer to be Ten Million Dollars ($10,000,000) or more, or (b) the work of repair or replacement shall take more than two hundred thousand dollars seventy ($200,000)270) days from the date of such damage or destruction to repair or replace, Seller may (c) solely as the result of such Casualty, the net operating income from the Property is or will be reduced in any material respect after the repair or restoration is completed and such reduction is not covered by insurance, the proceeds of which are made available to Buyer to the extent attributable to any period from and after the Closing, or (d) solely as the result of such Casualty, any Anchor Tenant is entitled to terminate its Anchor Lease. If Buyer elects to terminate this Agreement as provided in this Section 14.2, (a) the Deposit shall be immediately returned to Buyer, and (b) neither party shall have any further Liability hereunder except for those Liabilities that expressly survive termination of this Agreement. If Buyer does not elect to terminate this Agreement as provided in this Section 14.2 as a result of a Casualty, or if the damage or destruction is not “material,” this Agreement shall not terminate but (i) all insurance proceeds (including, without limitation, business interruption proceeds with respect to the period from and after Closing) actually payable or paid to Seller (less the amount of all reasonable legal fees and other costs and expenses incurred by written notice delivered Seller in the recovery of such proceeds and any amounts paid by Seller in connection with the making or repairs or removal of debris following the Casualty, and subject to the rights of Tenants to any such proceeds under the Tenant Leases, if any) shall be paid or assigned to Buyer within five (5without recourse to Seller) days after at Closing, (ii) the Exchange Consideration shall be reduced by an amount equal to any deductible under Seller's insurance policies, (iii) if any one or more of the Developments is damaged or destroyed by an uninsured Casualty Noticeand such damage or destruction is not “material,” the Exchange Consideration shall be reduced by an amount equal to the lesser of any uninsured amount with respect to such damage or destruction and Five Million Dollars ($5,000,000), in which case the Exxxxxx Money will be disbursed to Buyer and (iv) the parties will have no further obligations hereunder (except for obligations that are expressly intended shall proceed to survive the termination Closing pursuant to the terms hereof, without any other modification to the terms 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 reason of an uninsured loss, then Buyer may elect, by written notice delivered to Seller on any “material” damage 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)destruction, Buyer will not shall 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 participate in the amount any adjustment 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 Prior to the Property Close of Escrow, and notwithstanding the pendency of this Agreement, the entire risk of loss or damage by earthquake, flood, landslide, fire or other casualty shall be borne and assumed by Seller, except as otherwise provided in this Paragraph 20. If, prior to the Close of Escrow, any part of the Property is damaged or destroyed by earthquake, flood, landslide, fire or other casualty, Seller shall immediately notify Buyer, in writing, of such fact. If such damage or destruction is “material”, Buyer shall have the option to terminate this Agreement upon written notice to the Seller given not later than ten (10) days after receipt of Seller’s notice. For purposes hereof, “material” shall be deemed to be (A) any uninsured damage or destruction to the Property or (B) any insured damage or destruction (i) where the cost of repair or replacement is estimated to be Five Hundred Thousand and 00/100 Dollars ($500,000.00) or more or shall take more than one hundred twenty (120) days to repair, in Buyer’s good faith judgment, or (ii) which allows Saatchi to terminate the Saatchi Lease; provided, however, in the case of uninsured damage or destruction, Seller may, at Seller’s option, elect to repair such damage and destruction and keep this Agreement in full force and effect so long as such repair can be and is completed by Seller prior to the Closing Date; and further provided that in the event Saatchi abates its rent due to any damage or destruction, and this Agreement is not otherwise terminated, Seller will promptly notify shall assign to Buyer Seller’s rent loss insurance policy and Buyer shall pay the assumption fee, if any, required by the insurance company which has issued such policy in order to effect such assignment. If this Agreement is terminated pursuant to this Paragraph 20.2, the provisions of such fire Paragraph 10.3 shall govern. If Buyer does not exercise this option to terminate this Agreement, or other if the casualty ("Casualty Notice"). is not material, neither party shall have the right to terminate this Agreement but Seller shall state assign and turn over, and Buyer shall be entitled to receive and keep, all insurance proceeds payable to it with respect to such destruction (which shall then be repaired or not at Buyer’s option and cost), plus Seller shall pay over to Buyer an amount equal to all uninsured losses including, without limitation, the deductible amount with respect to the insurance and the parties shall proceed to the Close of Escrow pursuant to the terms hereof without modification of the terms of this Agreement and without any reduction in the Casualty Notice the cost that Seller in good faith estimates will be incurred to repair the casualty lossPurchase Price. If there is an uninsured loss in excess of two hundred thousand dollars ($200,000), Seller may Buyer does not 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 reason 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 shall 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 participate in the amount any adjustment 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 $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.