Loss by Fire or Other Casualty Condemnation. If, prior to the Closing, the Property is destroyed or materially damaged, or if condemnation proceedings are commenced against a material portion of the Property (each, a “Material Loss”), Buyer shall have the right, at its option, exercisable by giving written notice of such decision to Seller within five (5) business days after receiving written notice from Seller that the Property has suffered a Material Loss, to either: (a) terminate this Agreement, in which case Escrow Holder shall return the Deposit to Buyer and, except for those matters which expressly survive any termination hereof, neither Party shall have any further rights or obligations hereunder, or (b) accept the Property in its then condition with no reduction of the Purchase Price. Buyer’s failure to give written notice of its election within such timeframe shall be deemed to be Buyer’s election not to terminate this Agreement and to accept the Property in its then condition in accordance with clause (b) of the immediately preceding sentence. If Buyer elects to accept (or is deemed to have accepted) the Property in its then condition, all proceeds of insurance or condemnation awards payable by reason of such damage, destruction or condemnation, if any, shall be paid or assigned to Buyer at the Closing. If the damage or condemnation does not result in a Material Loss, then (i) Buyer shall have no right to terminate this Agreement, and (ii) Seller shall assign to Buyer at the Closing all proceeds of insurance or condemnation awards payable by reason of such damage or condemnation, if any. As used in this ARTICLE VII, “destroyed” means complete destruction of the improvements upon the Property, and “material” damage, or the loss of a “material portion” of the Property, means any damage or loss that: (I) results in repair or restoration costs in excess of twenty percent (20%) of the Purchase Price; or (II) results in Buyer not being able to occupy the Property for a period in excess of six (6) months following the Closing. For the avoidance of doubt, in no event shall the COVID-19 pandemic or any governmental response thereto constitute a Material Loss.
Loss by Fire or Other Casualty Condemnation. (a) Risk of loss up to and including the Closing Date shall be borne by Sellers. In the event of any material damage to or destruction of the Properties or the Improvements or any portion thereof, Buyer may, at its option, by notice to Sellers given within fifteen (15) days after Sellers notify Buyer of such damage or destruction (and if necessary the Closing Date shall be extended to give Buyer the full fifteen (15) day period to make such election): (i) terminate this Agreement and the Deposit shall be immediately returned to Buyer and thereafter neither party shall incur any further liability or obligations under this Agreement, provided, however, that Buyer and Sellers agree that they shall continue to be bound by those provisions of this Agreement which expressly provide that they shall survive any termination of this Agreement, or (ii) proceed under this Agreement, receive any insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Sellers as a result of such damage or destruction and assume responsibility for such repair, and Buyer shall receive a credit at Closing for any deductible, uninsured or coinsured amount under said insurance policies. If Buyer elects (ii) above, Buyer may extend the Closing Date for up to an additional thirty (30) day period in which to obtain insurance settlement agreements with Sellers’ insurers, and Sellers will cooperate with Buyer in obtaining the insurance proceeds and such agreements from Sellers’ insurers (whether prior to or following Closing). If the Properties are not materially damaged, then Buyer shall not have the right to terminate this Agreement, but Sellers shall, at their cost, repair the damage before the Closing in a manner reasonably satisfactory to Buyer or if repairs cannot be completed before the Closing, credit Buyer at Closing for the reasonable cost to complete the repair. "Material damage" and "materially damaged" means (i) with respect to all of the Properties or the Improvements, damage reasonably anticipated to exceed $5,000,000 to repair, or (ii) damage reasonably anticipated to exceed $1,000,000 to repair any damage to any one of the shopping centers located in Vacaville, CA, Smithfield, NC and/or North Bend, WA. Sellers shall promptly notify Buyer of any casualty affecting all or any portion of the Properties or Improvements. The provisions of this Section 10(a) shall survive the Closing.
Loss by Fire or Other Casualty Condemnation. All risk of loss to the Property shall remain upon Seller until the conclusion of the Closing. If, before Closing, any material and substantial portion of the Property (which for purposes of this Agreement, shall mean any portion of the Property which costs more than $25,000.00 to repair and/or restore) is damaged by fire or other casualty, or if any material and substantial portion of the Property is taken or formally threatened by eminent domain, or if there is a material and substantial obstruction of access by virtue of a taking by eminent domain, Seller shall, within five (5) days of such damage or taking, notify Purchaser thereof and Purchaser shall have the option, in its sole discretion, to:
(a) terminate this Agreement upon notice to Seller given within ten (10) days after receipt of such notice from Seller, in which event, the Deposit shall be refunded to Purchaser; or
(b) proceed with the purchase of the Property, in which event Seller shall assign to Purchaser all of Seller’s right, title and interest in and to all amounts due to or collected by Seller under any insurance policies or as condemnation awards, as well as remit to Purchaser the deductible under such insurance policies. Seller shall not settle any insurance claim without Purchaser’s prior written approval.
Loss by Fire or Other Casualty Condemnation. In the event that all or any portion of the Property is damaged or destroyed by any casualty or is the subject of a taking or condemnation under the provisions of eminent domain law after the Effective Date but prior to the Closing Date, Buyer may terminate this Agreement and the Xxxxxxx Money shall be returned to Buyer promptly after Buyer’s delivery to Seller of the Due Diligence Materials and copies of any Reports. If Buyer does not elect to terminate this Agreement, then Seller shall have no obligation to repair or replace any damage or destruction caused by the foregoing and the Closing shall occur (subject to the terms of this Agreement) and no adjustment shall be made to the Purchase Price, but in the event of a taking, Seller shall assign to Buyer its rights to any condemnation proceeds attributable to such taking of a portion of the Property and shall not make any settlements without Buyer’s prior written approval.
Loss by Fire or Other Casualty Condemnation. In the event that prior to Closing the Property or any part thereof is destroyed or materially damaged or if condemnation proceedings are commenced against the Property, Buyer shall have the right, exercisable by giving written notice of such decision to Seller within seven (7) business days after receiving Seller’s written notice of such damage, destruction or condemnation proceedings, to terminate this Agreement in which case neither party shall have any further rights or obligations hereunder. If Buyer elects to accept the Property in its then condition, all proceeds of insurance or condemnation awards payable to Seller by reason of such damage, destruction or condemnation shall be paid or assigned to Buyer. In the event of non-material damage to the Property, which damage Seller is unwilling to repair or replace, Buyer shall have the right, exercisable by giving written notice within seven (7) business days after receiving Seller’s written notice of such damage, either to:
(a) terminate this Agreement as provided hereinabove in this Section 12, or
(b) accept the Property in its then condition and proceed with the purchase, in which case Buyer shall be entitled to a reasonable reduction of the Purchase Price to the extent of the cost of repairing or replacing such damage. For purposes of any repairs or replacements under this Subsection 11(b), the Closing may be extended, at Buyer’s election, for a reasonable time to allow such repairs or replacements to be made.
Loss by Fire or Other Casualty Condemnation. In the event that prior to the close of Escrow, the Property or any part thereof is destroyed or materially damaged or if condemnation proceedings are commenced against the Property, the County has the right, exercisable by giving written notice of such decision to Seller within ten business days after receiving Seller’s written notice of the damage, destruction or condemnation proceedings, to terminate this Agreement, in which case neither party will have any further rights or obligations hereunder. If the County elects to accept the Property in its then condition, all proceeds of insurance or condemnation awards payable to Seller by reason of such damage, destruction or condemnation are to be paid to the County. In the event of non-material damage to the Property, which damage Seller is unwilling to repaid or replace, the County will have the right, exercisable by giving written notice within ten business days after receiving Seller’s written notice of the damage, to either (i) terminate this Agreement, or (ii) accept the Property in its then condition and proceed with the purchase, in which case the County will be entitled to a reasonable reduction of the Purchase Price to the extend of the cost of repairing or replacing the damage. For purposes of any repairs or replacements under this Section, the closing may be extended, at the County’s election, for a reasonable time to allow for such repairs or replacements to be made.
Loss by Fire or Other Casualty Condemnation. In the event that, prior to Closing, the Properties, or any part thereof, are destroyed or damaged, or if condemnation proceedings are threatened or commenced against the Property, MRG shall have the right, exercisable by giving notice of such decision to Seller within three (3) days after receiving written notice from Seller or such damage, destruction or condemnation proceedings, to terminate this Agreement, in which case, neither party shall have any further rights or obligations hereunder and the full amount of the Deposit shall be returned to MRG. If MRG elects to accept the Property in its then condition, all proceeds of insurance or condemnation awards payable to Seller by reason of such damage, destruction or condemnation shall be paid or assigned to MRG. If MRG fails to give notice MRG shall be deemed to have elected to terminate this Agreement.
Loss by Fire or Other Casualty Condemnation. In the event that, prior to Closing, the Property, or any part thereof, is destroyed or materially damaged, or if condemnation proceedings are commenced against the Property, Buyer shall have the right, exercisable by giving notice of such decision to Seller within fifteen (15) business days after receiving written notice of such damage, destruction or condemnation proceedings, to terminate this Agreement, in which case, except as provided in Section 8, neither party shall have any further rights or obligations hereunder and the Deposit plus accrued interest thereon shall be refunded to Buyer. If Buyer elects to accept the Property in its then condition, all proceeds of insurance or condemnation awards payable to Seller by reason of such damage, destruction or condemnation shall be paid or assigned to Buyer. In the event of non-material damage to the Property, which damage Seller is unwilling to repair or replace, Buyer shall have the right, exercisable by giving notice within fifteen (15) business days after receiving written notice of such damage to terminate this Agreement as hereinabove in this section provided or accept the Property in its then condition and proceed with the purchase.
Loss by Fire or Other Casualty Condemnation. Purchaser shall be bound to purchase the Property for the full Consideration as required by the terms hereof, without regard to the occurrence or effect of any damage to or destruction of any Improvements or condemnation of any portion of the Property, provided: (a) the cost to repair any damage or destruction, or the diminution in the value of the remaining Property as a result of a partial condemnation, is fully insured (other than standard deductibles) and does not exceed five percent (5%) of the Consideration, and (b) at Closing Purchaser shall be credited against the Consideration the amount of any insurance proceeds or condemnation awards collected by Seller as a result of any such damage or destruction or condemnation plus the amount of any applicable insurance deductibles less any monies actually expended by Seller to repair any damage, or such proceeds shall be assigned to Purchaser if not then collected. If such damage or destruction, or the diminution in value resulting from such condemnation, does not satisfy clauses (a) and (b) of the preceding sentence, Purchaser may at its option either terminate this Agreement or consummate this purchase. If Purchaser proceeds with the purchase, all insurance proceeds and condemnation awards shall be paid over to Purchaser (or assigned if not yet collected) and all applicable deductible amounts shall be credited against the Purchase Price, less only such monies actually expended by Seller to repair any damage.
Loss by Fire or Other Casualty Condemnation
