Common use of Loss by Fire or Other Casualty Condemnation Clause in Contracts

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. IfIn the event that, after the date hereof but prior to the Closing Date, either any portion of the Property is taken pursuant to eminent domain proceedings or any of the improvements on the Property are damaged or destroyed by any casualty, Seller shall have no obligation to repair or replace any such damage or destruction. Seller shall at Closing assign to Buyer (except to the extent any condemnation proceeds or insurance proceeds are attributable to lost rents or other items applicable to any period prior to the Closing) all claims of Seller respecting any condemnation or casualty insurance coverage, as applicable, and all condemnation proceeds or proceeds from any such casualty insurance received by Seller on account of any casualty. In connection with any assignment of insurance proceeds hereunder, Seller shall credit Buyer with an amount equal to the Property is destroyed or materially damagedapplicable deductible amount under Seller’s insurance. Notwithstanding the foregoing, if any of the following conditions are met with respect to damage to, or if condemnation proceedings are commenced against a material the taking ADDENDUM A of, any portion of the Property (eachby reason of a casualty or condemnation occurring between the Date of this Agreement and the Closing, a “Material Loss”), then Buyer shall have the rightmay, at its option, exercisable terminate this Agreement by giving written notice to the Seller, given on or before the sooner of the Closing date or ten (10) days from the date of occurrence of such decision to Seller within five (5) business days after receiving written notice from Seller that casualty or condemnation, whereupon the Property has suffered a Material Loss, to either: (a) terminate this Agreement, in which case Escrow Holder Exxxxxx Money shall return the Deposit be returned to Buyer and, except for those matters which expressly survive any termination hereof, neither Party (and no party hereto shall have any further rights obligation in connection herewith except under those provisions that expressly survive a termination of this Agreement): (1) in the event the condemnation award or obligations hereunder, or (b) accept the Property in its then condition with no reduction reasonable cost 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 repair for such damage, destruction or condemnationas applicable, exceeds Two Hundred Fifty Thousand Dollars ($250,000); (2) if anythe casualty is uninsured, shall be paid or assigned to Buyer at the Closing. If the damage or condemnation and Seller does not result in elect to credit Buyer with an amount equal to the reasonable cost to repair such uninsured casualty; (3) if tenants representing 5% or greater of the total rental income from the Property have a Material Loss, then (i) Buyer shall have no right to terminate this Agreement, and (ii) Seller shall assign their Tenant Leases or tenants have the right 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 Priceaxxxx their rent; or (II4) results in Buyer not being able Lessor has a right to occupy terminate 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 LossGround Lease.

Loss by Fire or Other Casualty Condemnation. If, prior to the Closing, the Property is destroyed or materially a Material Part is damaged, or if condemnation proceedings are threatened or commenced against a material portion Material Part or all of the Property (each, a “Material Loss”)Property, 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 Lossof such damage, destruction or condemnation proceedings, to either: (a) terminate this Agreement, in which case Escrow Holder case, this Agreement shall return the Deposit to Buyer and, except for those matters which expressly survive any termination hereofbe deemed null and void, neither Party party shall have any further rights or obligations hereunder, and the Escrow Holder shall promptly refund the Deposit, and all interest accrued thereon, to Buyer. The term "Material Part" shall be deemed to mean any damage, destruction, or condemnation the cost of repair or replacement of which is fifty percent (b50%) accept the Property in its then condition with no reduction or more 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 to Seller by reason of such damage, destruction or condemnation, if any, condemnation shall be paid or assigned to Buyer at the ClosingBuyer. If the damage or condemnation does not result in a Material Loss, then (i) Buyer shall have no right be bound to terminate this Agreementpurchase the Property for the full Purchase Price as required by the terms hereof, and (ii) Seller shall assign without regard to Buyer at the Closing all proceeds occurrence or effect of insurance any such non-material damage to the Property or condemnation awards payable by reason of such damage or condemnation, if any. As used in this ARTICLE VII, “destroyed” means complete non-material destruction of the any improvements upon the Property, and “material” damage, thereon or the loss non-material condemnation of a “material portion” any portion of the Property, means any damage or loss provided that: (Ia) results in upon the Closing, there shall be a credit against the Purchase Price equal to the amount of any insurance proceeds or condemnation awards collected by Seller as a result of any such damage or destruction or condemnation, less any sums expended by Seller prior to the Closing towards the restoration or repair of the Property as a result of such casualty or condemnation; and (b) insurance or condemnation proceeds available to Buyer together with restoration or repairs performed by Seller are sufficient to cover the cost of restoration. If the proceeds or awards have not been collected as of the Closing, then such proceeds or awards shall be assigned to Buyer, except to the extent needed to reimburse Seller for sums it expended prior to the Closing to repair or restoration costs in excess of twenty percent (20%) of restore 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 LossProperty.