Common use of LOSS BY FIRE OR OTHER CASUALTY Clause in Contracts

LOSS BY FIRE OR OTHER CASUALTY. Condemnation. Promptly upon learning thereof, Seller shall give Buyer written notice of any condemnation, damage or destruction of the Property occurring prior to the Closing. 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 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, does not exceed thirty-three percent (33%) of the Purchase Price, and (b) the square footage of the building which comprises part of the Improvements affected by any damage or destruction or by any partial condemnation, does not exceed thirty-three percent (33%) thereof, and (c) at Closing, Buyer shall be credited against the Purchase Price (A) in the event of damage or destruction fully covered (other than customary deductibles) by Seller’s insurance policies, the amount of any insurance proceeds collected by Seller as a result of any such damage or destruction plus applicable deductibles less any monies actually expended by Seller to repair any damage (or, if not previously collected, such proceeds shall be assigned to Buyer) or (B) in the event of damage or destruction not fully covered by Seller’s insurance policies, the cost to repair the damaged Improvements, as reasonably determined by a firm bid by a third party contractor designated by Seller and acceptable to Buyer, in both parties’ reasonable discretion (or, if a firm bid cannot be obtained prior to the Closing Date, as determined by a preliminary bid or estimate, with a post-Closing reconciliation between Bxxxx and Seller of the credit received by Bxxxx at such time as a firm bid is obtained from such contractor), or (C) in the event of condemnation, the amount of any condemnation awards collected by or payable to Seller. If either threshold described in clause (a) or (b) above is met or exceeded, then Buyer (or either Buyer or Seller, if such loss is not insured) may at its option terminate this Agreement, whereupon the Deposit and interest accrued thereon shall be returned to Buyer. If neither Buyer nor Seller exercises such option to terminate within fifteen (15) days after Seller notifies Buyer in writing of Seller’s estimate of the cost to repair or diminution in value, then this Agreement shall continue in full force and effect, the parties shall consummate the transaction contemplated hereby, and Buyer shall receive a credit against the Purchase Price calculated pursuant to clause (c) above. Seller shall have no obligation to repair or replace any damage or destruction except as required to safeguard the Property and protect the health and safety of occupants.

LOSS BY FIRE OR OTHER CASUALTY. Condemnation. Promptly upon learning thereof, Seller shall give Buyer written notice of any condemnation, damage or destruction of the Property occurring prior to the Closing. 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 damage to or destruction of any Improvements Utilities 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, does not exceed thirty-three percent (33%) of the Purchase Price, and (b) the square footage of the building which comprises part of the Improvements affected by any damage or destruction or by any partial condemnation, does not exceed thirty-three percent (33%) thereof, and (c) at Closing, Buyer shall be credited against the Purchase Price (Ai) in the event of damage or destruction fully covered (other than customary deductibles) by Seller’s insurance policies, the amount of any insurance proceeds collected by Seller as a result of any such damage or destruction plus applicable deductibles less any monies actually expended by Seller to repair any damage (or, if not previously collected, such proceeds shall be assigned to Buyer) or (Bii) in the event of damage or destruction not fully covered by Seller’s insurance policies, the cost to repair the damaged ImprovementsUtilities, as reasonably determined by a firm bid by a third party contractor designated by Seller and acceptable to Buyer, in both partiesParties’ reasonable discretion (or, if a firm bid cannot be obtained prior to the Closing Date, as determined by a preliminary bid or estimate, with a post-Closing reconciliation between Bxxxx Buyer and Seller of the credit received by Bxxxx Buyer at such time as a firm bid is obtained from such contractor), or (Ciii) in the event of condemnation, the amount of any condemnation awards collected by or payable to Seller. If either the threshold described in clause (a) or (bSection 11(a) above is met or exceeded, then Buyer (or either Buyer or Seller, if such loss is not insured) may at its option terminate this Agreement, whereupon the Deposit and interest accrued thereon shall be returned to Buyer. If neither Buyer nor Seller exercises such option to terminate within fifteen (15) days after Seller notifies Buyer in writing of Seller’s estimate of the cost to repair or diminution in value, then this Agreement shall continue in full force and effect, the parties Parties shall consummate the transaction contemplated hereby, and Buyer shall receive a credit against the Purchase Price calculated pursuant to clause (cSection 11(b) above. Seller shall have no obligation to repair or replace any damage or destruction except as required to safeguard the Property and protect the health and safety of occupants.

LOSS BY FIRE OR OTHER CASUALTY. Condemnation. Promptly upon learning thereofExcept as otherwise set forth below, Seller shall give Buyer written notice of any condemnation, damage or destruction of if the Property occurring prior to Improvements on the Closing. Buyer Premises shall be bound to purchase damaged or destroyed by fire or other casualty after the Property for Full Rent Commencement Date, Tenant, within a reasonable time from the full Purchase Price as required by the terms hereof, without regard to the occurrence or effect date of any damage to or destruction of any Improvements or condemnation of any portion of the Property, provided: (a) the cost to repair any such damage or destruction, shall make necessary alterations, repairs and/or replacements to such Improvements for the purpose of restoring said Improvements to the same condition such Improvements were in immediately prior to such fire or other casualty loss, but no casualty shall affect Tenant’s liability to pay the diminution full amount of Rent as provided in this Lease. The Rent herein required to be paid by Tenant shall not xxxxx during any period of untenantability caused by such damage or destruction. If, (i) in the value reasonable judgment of Tenant, the damage to such Improvements is such that same cannot be restored and repaired or replaced within a period of two hundred (200) days and (ii) either any insurance proceeds are sufficient to pay off any existing loan secured by a mortgage against the Premises or Tenant agrees to and does pay any difference between such proceeds and the outstanding amount of such loan, then Tenant may, by written notice to Landlord, terminate the Lease as of the remaining Property as a result date of the damage, with insurance proceeds allocated toward repair of the Premises being paid to Landlord, or upon request by Landlord’s mortgagee, directly to such mortgagee, in an amount applicable to covered loss. If this Lease is not so cancelled, then such insurance proceeds shall be applied to such restoration and repairs, subject to and in accordance with the disbursement procedures set forth in Section 2.06 of the first mortgage given to TD Bank, N.A. If the Premises are to be restored but, because of a partial condemnationForce Majeure Event, does not exceed thirty-three the completion of such restoration and repairs is delayed, then the time for completion of such shall be extended accordingly but the obligation to pay Rent shall continue unabated. If more than fifty percent (3350%) of the Purchase Price, and (b) the square footage Improvements or a material portion or critical area of the building which comprises part Premises are destroyed in the last two (2) years of any term, Tenant may terminate this Lease, whereupon all rents herein provided shall xxxxx, but insurance proceeds shall apply to the covered loss according to the terms and conditions of the Improvements affected by any damage or destruction or by any partial condemnation, does not exceed thirty-three percent (33%) thereof, applicable policy and (c) at Closing, Buyer shall be credited against the Purchase Price (A) in the event of damage or destruction fully covered (other than customary deductibles) by Seller’s such insurance policies, the amount of any insurance proceeds collected by Seller as a result of any such damage or destruction plus applicable deductibles less any monies actually expended by Seller to repair any damage (or, if not previously collected, such proceeds shall be assigned paid to Buyer) Landlord or (B) to Landlord’s lender as may be provided in the event of damage or destruction not fully covered by Sellerany agreements between Landlord and Landlord’s insurance policies, the cost to repair the damaged Improvements, as reasonably determined by a firm bid by a third party contractor designated by Seller and acceptable to Buyer, in both parties’ reasonable discretion (or, if a firm bid cannot be obtained prior to the Closing Date, as determined by a preliminary bid or estimate, with a post-Closing reconciliation between Bxxxx and Seller of the credit received by Bxxxx at such time as a firm bid is obtained from such contractor), or (C) in the event of condemnation, the amount of any condemnation awards collected by or payable to Sellerlender. If either threshold described in clause (a) or (b) above is met or exceeded, then Buyer (or either Buyer or Seller, if such loss is not insured) may at its option terminate this Agreement, whereupon the Deposit and interest accrued thereon Tenant shall be returned to Buyer. If neither Buyer nor Seller exercises such option to terminate within fifteen (15) days after Seller notifies Buyer in writing of Seller’s estimate of the cost to repair or diminution in value, then this Agreement shall continue in full force responsible for insuring and effect, the parties shall consummate the transaction contemplated hereby, maintaining and Buyer shall receive a credit against the Purchase Price calculated pursuant to clause (c) above. Seller shall have no obligation to repair or replace any damage or destruction except replacing its own fixtures and equipment as required to safeguard the Property well as its greenhouses and protect the health and safety of occupantssimilar exterior structures.

LOSS BY FIRE OR OTHER CASUALTY. Condemnation. Promptly upon learning thereof, Seller shall give Buyer written notice of any condemnation, damage or destruction of the Property occurring prior to the Closing. 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 damage to or destruction of any Improvements Utilities 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, does not exceed thirty-three percent (33%) of the Purchase Price, and (b) the square footage of the building which comprises part of the Improvements affected by any damage or destruction or by any partial condemnation, does not exceed thirty-three percent (33%) thereof, and (c) at Closing, Buyer shall be credited against the Purchase Price (Ai) in the event of damage or destruction fully covered (other than customary deductibles) by Seller’s insurance policies, the amount of any insurance proceeds collected by Seller as a result of any such damage or destruction plus applicable deductibles less any monies actually expended by Seller to repair any damage (or, if not previously collected, such proceeds shall be assigned to Buyer) or (Bii) in the event of damage or destruction not fully covered by Seller’s insurance policies, the cost to repair the damaged ImprovementsUtilities, as reasonably determined by a firm bid by a third party contractor designated by Seller and acceptable to Buyer, in both partiesParties’ reasonable discretion (or, if a firm bid cannot be obtained prior to the Closing Date, as determined by a preliminary bid or estimate, with a post-Closing reconciliation between Bxxxx Buyer and Seller of the credit received by Bxxxx Buyer at such time as a firm bid is obtained from such contractor), or (Ciii) in the event of condemnation, the amount of any condemnation awards collected by or payable to Seller. If either the threshold described in clause (a) or (bSection 11(a) above is met or exceeded, then Buyer (or either Buyer or Seller, if such loss is not insured) may at its option terminate this Restated Agreement, whereupon the Deposit and interest accrued thereon shall be returned to Buyer. If neither Buyer nor Seller exercises such option to terminate within fifteen (15) days after Seller notifies Buyer in writing of Seller’s estimate of the cost to repair or diminution in value, then this Restated Agreement shall continue in full force and effect, the parties Parties shall consummate the transaction contemplated hereby, and Buyer shall receive a credit against the Purchase Price calculated pursuant to clause (cSection 11(b) above. Seller shall have no obligation to repair or replace any damage or destruction except as required to safeguard the Property and protect the health and safety of occupants.

LOSS BY FIRE OR OTHER CASUALTY. Condemnation. Promptly upon learning In the event that, prior to Closing, the Real Property, or any material portion thereof, Seller shall give Buyer written notice of or any condemnation, damage or destruction other material property of the Property occurring prior to the Closing. Buyer shall be bound to purchase the Property for the full Purchase Price as required by the terms hereof, without regard to the occurrence Company or effect of any damage to Subsidiary is destroyed or destruction of any Improvements or condemnation of any portion of the Property, provided: (a) the cost to repair any damage or destructiondamaged, or if material condemnation proceedings are commenced against the diminution in the value of the remaining Property as a result of a partial condemnation, does not exceed thirty-three percent (33%) of the Purchase Price, and (b) the square footage of the building which comprises part of the Improvements affected by any damage or destruction or by any partial condemnation, does not exceed thirty-three percent (33%) thereof, and (c) at ClosingReal Property, Buyer shall be credited against have the Purchase Price (A) in the event right, exercisable by giving notice of damage or destruction fully covered (other than customary deductibles) by Seller’s insurance policies, the amount of any insurance proceeds collected by such decision to Seller as a result of any such damage or destruction plus applicable deductibles less any monies actually expended by Seller to repair any damage (or, if not previously collected, such proceeds shall be assigned to Buyer) or (B) in the event of damage or destruction not fully covered by Seller’s insurance policies, the cost to repair the damaged Improvements, as reasonably determined by a firm bid by a third party contractor designated by Seller and acceptable to Buyer, in both parties’ reasonable discretion (or, if a firm bid cannot be obtained prior to the Closing Date, as determined by a preliminary bid or estimate, with a post-Closing reconciliation between Bxxxx and Seller of the credit received by Bxxxx at such time as a firm bid is obtained from such contractor), or (C) in the event of condemnation, the amount of any condemnation awards collected by or payable to Seller. If either threshold described in clause (a) or (b) above is met or exceeded, then Buyer (or either Buyer or Seller, if such loss is not insured) may at its option terminate this Agreement, whereupon the Deposit and interest accrued thereon shall be returned to Buyer. If neither Buyer nor Seller exercises such option to terminate within fifteen (15) days after Seller notifies receiving written notice of such damage, destruction or condemnation proceedings, to terminate this Agreement, in which case the parties shall not have any further rights or obligations hereunder. If Buyer elects to accept the Real Property or other property in writing its then condition, all proceeds of Seller’s estimate insurance or condemnation awards payable to the Company and the Subsidiaries by reason of such damage, destruction or condemnation shall be paid or assigned to Buyer. In the cost event of non-material damage to the Real Property or other property, which damage the Company and the Subsidiaries are unwilling to repair or diminution in valuereplace, then Buyer shall have the right, exercisable by giving notice within fifteen (15) days after receiving written notice of such damage, either (a) to terminate this Agreement shall continue as hereinabove in full force this Section provided, or (b) to accept the Real Property or other property in its then condition and effectproceed with the purchase, the parties shall consummate the transaction contemplated hereby, and in which case Buyer shall receive be entitled to any insurance proceeds and, if Seller agrees, a credit against reduction of the Purchase Price calculated pursuant to clause the extent the cost of repairing or replacing such damage exceeds such insurance proceeds, but if Seller does not agree to such reduction Buyer may terminate this Agreement. For the purposes of this Section, a material portion of the Real Property or other property shall be deemed to be destroyed or damaged only if the cost of repair exceeds US$100,000 or casualty occurs which cannot be repaired within sixty (c60) above. Seller shall have no obligation to repair or replace any damage or destruction except as required to safeguard the Property and protect the health and safety of occupantsdays.

LOSS BY FIRE OR OTHER CASUALTY. Condemnation. Promptly upon learning thereof, Seller shall give Buyer written notice of any condemnation, damage or destruction of the Property occurring prior to the Closing. 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 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, does not exceed thirty-three percent (33%) of the Purchase Price, and (b) the square footage of the building which comprises part of the Improvements affected by any damage or destruction or by any partial condemnation, does not exceed thirty-three percent (33%) thereof, and (c) at Closing, Buyer shall be credited against the Purchase Price (A) in the event of damage or destruction fully covered (other than customary deductibles) by Seller’s insurance policies, the amount of any insurance proceeds collected by Seller as a result of any such damage or destruction plus applicable deductibles less any monies actually expended by Seller to repair any damage (or, if not previously collected, such proceeds shall be assigned to Buyer) or (B) in the event of damage or destruction not fully covered by Seller’s insurance policies, the cost to repair the damaged Improvements, as reasonably determined by a firm bid by a third party contractor designated by Seller and acceptable to Buyer, in both parties’ reasonable discretion (or, if a firm bid cannot be obtained prior to the Closing Date, as determined by a preliminary bid or estimate, with a post-Closing reconciliation between Bxxxx Buyer and Seller of the credit received by Bxxxx Xxxxx at such time as a firm bid is obtained from such contractor), or (C) in the event of condemnation, the amount of any condemnation awards collected by or payable to Seller. If either threshold described in clause (a) or (b) above is met or exceeded, then Buyer (or either Buyer or Seller, if such loss is not insured) may at its option terminate this Agreement, whereupon the Deposit and interest accrued thereon shall be returned to Buyer. If neither Buyer nor Seller exercises such option to terminate within fifteen (15) days after Seller notifies Buyer in writing of Seller’s estimate of the cost to repair or diminution in value, then this Agreement shall continue in full force and effect, the parties shall consummate the transaction contemplated hereby, and Buyer shall receive a credit against the Purchase Price calculated pursuant to clause (c) above. Seller shall have no obligation to repair or replace any damage or destruction except as required to safeguard the Property and protect the health and safety of occupants.

LOSS BY FIRE OR OTHER CASUALTY. Condemnation. Promptly upon learning thereof, Seller shall give Buyer written notice of any condemnation, damage or destruction of the Property occurring prior to the Closing. 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 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, does not exceed thirty-three percent (33%) of the Purchase Price, and (b) the square footage of the building which comprises part of the Improvements affected by any damage or destruction or by any partial condemnation, does not exceed thirty-three percent (33%) thereof, and (c) at Closing, Buyer shall be credited against the Purchase Price (A) in the event of damage or destruction fully covered (other than customary deductibles) by Seller’s insurance policies, the amount of any insurance proceeds collected by Seller as a result of any such damage or destruction plus applicable deductibles less any monies actually expended by Seller to repair any damage (or, if not previously collected, such proceeds shall be assigned to Buyer) or (B) in the event of damage or destruction not fully covered by Seller’s insurance policies, the cost to repair the damaged Improvements, as reasonably determined by a firm bid by a third party contractor designated by Seller and acceptable to Buyer, in both parties’ reasonable discretion (or, if a firm bid cannot be obtained prior to the Closing Date, as determined by a preliminary bid or estimate, with a post-Closing reconciliation between Bxxxx Buyer and Seller of the credit received by Bxxxx at such time as a firm bid is obtained from such contractor), or (C) in the event of condemnation, the amount of any condemnation awards collected by or payable to Seller. If either threshold described in clause (a) or (b) above is met or exceeded, then Buyer (or either Buyer or Seller, if such loss is not insured) may at its option terminate this Agreement, whereupon the Deposit and interest accrued thereon shall be returned to Buyer. If neither Buyer nor Seller exercises such option to terminate within fifteen (15) days after Seller notifies Buyer in writing of Seller’s estimate of the cost to repair or diminution in value, then this Agreement shall continue in full force and effect, the parties shall consummate the transaction contemplated hereby, and Buyer shall receive a credit against the Purchase Price calculated pursuant to clause (c) above. Seller shall have no obligation to repair or replace any damage or destruction except as required to safeguard the Property and protect the health and safety of occupants.