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

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. (a) Risk of loss up to and including the Closing Date shall be borne by SellersSeller. In the event of any material damage to or destruction of the Properties or the Improvements Property or any portion thereof, Buyer may, at its option, by notice to Sellers Seller given within fifteen (15) 10 days after Sellers notify Seller notifies Buyer of such damage or destruction (and if necessary the Closing Date shall be extended to give Buyer the full fifteen (15) 10-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 AgreementBuyer, 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 Seller 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) 10 day period in which to obtain insurance settlement agreements with Sellers’ Seller's insurers, and Sellers Seller will assign all insurance awards at Closing and cooperate with Buyer in obtaining the insurance proceeds and such agreements from Sellers’ insurers (whether prior to or following Closing)Seller's insurers. If the Properties are Property is not materially damaged, then Buyer shall not have the right to terminate this Agreement, but Sellers Seller shall, at their its 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 damage which (i) with respect to all of the Properties or the Improvements, damage --------------- ------------------ represents a covered loss under applicable insurance policies and is reasonably anticipated estimated to exceed $5,000,000 557,000 to repair, or is reasonably estimated to take more than 120 days to repair, (ii) damage represents an uninsured or underinsured loss and is reasonably anticipated estimated to exceed result in out-of-pocket costs or loss of rent to Buyer in excess of applicable insurance proceeds (including the deductible, if any) exceeding $1,000,000 250,000, (iii) entitles a Major Tenant to repair any damage terminate its Lease (unless such Major Tenant waives it right to any one terminate), (iv) entitles Lender to accelerate the Existing Mortgage (unless Lender waives its right to accelerate), or (v) permanently affects parking, ingress or egress in a manner which reduces the value of the shopping centers located Property by more than $250,000 in Vacaville, CA, Smithfield, NC and/or North Bend, WA. Sellers shall promptly notify Buyer of any casualty affecting all or any portion excess of the Properties or Improvements. The provisions of this Section 10(a) shall survive the Closinginsurance proceeds provided therefore.

Loss by Fire or Other Casualty Condemnation. (a) Risk of loss up to and including the Closing Date shall be borne by SellersSeller. In the event of any material damage to or destruction of the Properties or the Improvements Property or any portion thereof, Buyer may, at its option, by notice to Sellers Seller given within fifteen (15) 10 days after Sellers notify Seller notifies Buyer of such damage or destruction (and if necessary the Closing Date shall be extended to give Buyer the full fifteen (15) 10-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 AgreementBuyer, 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 Seller 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) 10 day period in which to obtain insurance settlement agreements with Sellers’ Seller's insurers, and Sellers Seller will cooperate with Buyer in obtaining the insurance proceeds and such agreements from Sellers’ insurers (whether prior to or following Closing)Seller's insurers. If the Properties are Property is not materially damaged, then Buyer shall not have the right to terminate this Agreement, but Sellers Seller shall, at their its 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 damage reasonably exceeding ten --------------- ------------------ percent (i10%) with respect to all of the Properties or the Improvements, damage reasonably anticipated to exceed $5,000,000 Purchase Price 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. (a) Risk of loss up to and including the Closing Date shall be borne by Sellers. In 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 material damage casualty. In connection with any assignment of insurance proceeds hereunder, Seller shall credit Buyer with an amount equal to or destruction the applicable deductible amount under Seller’s insurance. Notwithstanding the foregoing, if any of the Properties following conditions are met with respect to damage to, or the Improvements or taking of, any portion thereofof the Property by reason of a casualty or condemnation occurring between the Date of this Agreement and the Closing, then Buyer may, at its option, terminate this Agreement by notice to Sellers the Seller, given within fifteen on or before the sooner of the Closing date or ten (1510) days after Sellers notify Buyer from the date of occurrence of such damage casualty or destruction (and if necessary condemnation, whereupon the Closing Date Exxxxxx Money 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 no party hereto shall incur have any further liability or obligations obligation in connection herewith except under this Agreement, provided, however, that Buyer and Sellers agree that they shall continue to be bound by those provisions of this Agreement which that expressly provide that they shall survive any a termination of this Agreement, ): (1) in the event the condemnation award 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 reasonable cost of such damage or destruction and assume responsibility repair for such repairdamage, as applicable, exceeds Two Hundred Fifty Thousand Dollars ($250,000); (2) if the casualty is uninsured, and Seller does not elect to credit Buyer shall receive 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 credit at Closing for any deductible, uninsured right to terminate their Tenant Leases 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 tenants have the right to terminate this Agreement, but Sellers shall, at axxxx 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, rent; or (ii4) damage reasonably anticipated Lessor has a right to exceed $1,000,000 to repair any damage to any one of terminate 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 ClosingGround Lease.

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 --------------- ------------------ 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. If, prior to Closing, the Property is destroyed or a Material Part is damaged, or if condemnation proceedings are threatened or commenced against a Material Part or all of the Property, Buyer shall have the right, exercisable by giving notice of such decision to Seller within five (5) business days after receiving written notice from Seller of such damage, destruction or condemnation proceedings, to terminate this Agreement, in which case, this Agreement shall be deemed null and void, neither 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 (50%) or more of the Purchase Price. 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. Buyer shall be bound to purchase the Property for the full Purchase Price as required by the terms hereof, without regard to the occurrence or effect of any such non-material damage to the Property or non-material destruction of any improvements thereon or non-material condemnation of any portion of the Property, provided that: (a) Risk of loss up to and including upon the Closing Date Closing, there shall be borne by Sellers. In a credit against the event Purchase Price equal to the amount of any material damage to insurance proceeds or destruction condemnation awards collected by Seller as a result 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 or condemnation, less any sums expended by Seller prior to the Closing Date shall be extended to give Buyer towards the full fifteen (15) day period to make such election): (i) terminate this Agreement and restoration or repair of 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 Property as a result of such damage casualty or destruction condemnation; and assume responsibility for such repair, and (b) insurance or condemnation proceeds available to Buyer shall receive a credit at Closing for any deductible, uninsured together with restoration or coinsured amount under said insurance policies. If Buyer elects (ii) above, Buyer may extend repairs performed by Seller are sufficient to cover 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)cost of restoration. If the Properties are proceeds or awards have 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 been collected as of the Closing, credit Buyer at 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 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 or restore 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 ClosingProperty.

Loss by Fire or Other Casualty Condemnation. (a) Risk of loss up to and including the Closing Date shall be borne by SellersSeller. In the event of any material damage to or destruction of the Properties or the Improvements Property or any portion thereof, Buyer may, at its option, by notice to Sellers Seller given within fifteen ten (1510) business days after Sellers notify Seller notifies Buyer of such damage or destruction (and if necessary the Review Period or Closing Date shall be extended to give Buyer the full fifteen (15) ten 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 AgreementBuyer, 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 Seller 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 ten (3010) business day period in which to obtain insurance settlement agreements with Sellers’ Seller's insurers, and Sellers Seller will cooperate with Buyer in obtaining the insurance proceeds and such agreements from Sellers’ insurers (whether prior to or following Closing)Seller's insurers. If the Properties are Property is not materially damaged, then Buyer shall not have the right to terminate this Agreement, but Sellers Seller shall, at their its 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 damage reasonably --------------- ------------------ exceeding ten percent (i10%) with respect to all of the Properties or the Improvements, damage reasonably anticipated to exceed $5,000,000 Purchase Price 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.