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

LOSS BY FIRE, OTHER CASUALTY OR CONDEMNATION. (a) In the event that prior to the Closing, the Improvements, or any part thereof, are destroyed or materially damaged (as defined in Section 15(e)), Purchaser shall have the right, exercisable by giving notice to Seller within fifteen (15) business days after receiving written notice of such damage or destruction, either (i) to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder except any indemnification obligations of Purchaser, any documents shall be returned to the party depositing the same and the Xxxxxxx Money Note shall be returned to Purchaser, or (ii) to accept the Improvements in their then condition and to proceed with the Closing with an abatement or reduction in the Purchase Price in the amount of the deductible for the applicable insurance coverage, and to receive an assignment of all of Seller’s rights to any insurance proceeds payable by reason of such damage or destruction. If Purchaser elects to proceed under clause (ii) above, Seller shall not compromise, settle or adjust any claims to such proceeds without Purchaser’s prior written consent. (b) In the event that prior to the Closing there is any non-material damage to the Improvements, or any part thereof, Seller shall repair or replace such damage prior to the Closing. Notwithstanding the preceding sentence, in the event Seller is unwilling or unable to repair or replace such damage, Seller shall notify Purchaser of such fact (“Seller’s Notice”) and Purchaser thereafter shall have the right, exercisable by giving Seller notice within fifteen (15) business days after receiving Seller’s Notice either (i) to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder except any indemnification obligations of Purchaser, any documents shall be returned to the party depositing the same and the Xxxxxxx Money Note shall be returned to Purchaser, or (ii) to accept the Improvements in their then condition with an abatement or reduction in the Purchase Price in the amount of the deductible for the applicable insurance coverage and proceed with the Closing, in which case Purchaser shall be entitled to an assignment of all of Seller’s rights to insurance proceeds payable by reason of such non-material damage. For purposes of contemplating any repairs or replacements under this Section 15(b), the Closing may be extended for a reasonable time to allow such repairs or replacements to be made by Seller. (c) In the event that prior to the Closing, all or any material portion (as defined in Section 15(e)) of the Land and Improvements are subject to a taking by public authority, Purchaser shall have the right, exercisable by giving notice to Seller within fifteen (15) business days after receiving written notice of such taking, either (i) to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder except any indemnification obligations of Purchaser, any documents shall be returned to the party depositing the same and the Xxxxxxx Money Note shall be returned to Purchaser, or (ii) to accept the Land and Improvements in their then condition, without a reduction in the Purchase Price, and to receive an assignment of all of Seller’s rights to any condemnation award payable by reason of such taking. If Purchaser elects to proceed under clause (ii) above, Seller shall not compromise, settle or adjust any claims to such award without Purchaser’s prior written consent. (d) In the event that prior to the Closing, any non-material portion of the Land or Improvements is subject to a taking, Purchaser shall accept the Property in its then condition and proceed with the Closing, in which case Purchaser shall be entitled to an assignment of all of Seller’s rights to any award in connection with such taking. In the event of any such non-material taking, Seller shall not compromise, settle or adjust any claims to such award without Purchaser’s prior written consent. (e) For the purpose of this Section 15, damage to the Improvements or a taking of a portion thereof shall be deemed to involve a material portion thereof if the reasonably estimated cost of restoration or repair of such damage or the amount of the condemnation award with respect of such taking shall exceed One Hundred Thousand and No/100 Dollars ($100,000.00), or if the number of parking spaces is reduced or if the entrances and entrance signs are relocated. (f) Seller agrees to give Purchaser prompt notice of any taking, damage or destruction of the Land or Improvements. (g) The provisions of this Section 15 shall survive the Closing.

LOSS BY FIRE, OTHER CASUALTY OR CONDEMNATION. (a) In the event that If prior to the Closing, any material portion of the Improvements, or any part thereof, are destroyed or materially damaged Property (as defined in Section 15(e12(d))) is destroyed or materially damaged or is subject to a taking or threatened taking by any public authority, Purchaser then Buyer shall have the right, exercisable by giving notice to Seller within fifteen (15) business days after receiving written notice of such damage or damage, destruction, or taking either (i) to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder except that (x) any indemnification obligations of Purchasermoney (including, any without limitation, the Deposit and all interest accrued thereon) or documents in escrow shall be returned to the party depositing the same same, and the Xxxxxxx Money Note (y) Buyer and Seller each shall be returned to Purchaserresponsible for one-half of any title or escrow cancellation fee, or (ii) to accept the Improvements Property in their its then condition and to proceed with the Closing with an without abatement or reduction in the Purchase Price in the amount of the deductible for the applicable insurance coverage, and to receive an assignment of all of Seller’s rights to any insurance proceeds payable by reason of such damage or destruction. If Purchaser elects to proceed under clause (ii) above, Seller shall not compromise, settle or adjust any claims to such proceeds without Purchaser’s prior written consentPrice. (b) In the event that If prior to the Closing Closing, there is any non-material damage to the ImprovementsProperty, or any part thereof, Seller Buyer shall repair or replace such damage prior to the Closing. Notwithstanding the preceding sentence, in the event Seller is unwilling or unable to repair or replace such damage, Seller shall notify Purchaser of such fact (“Seller’s Notice”) and Purchaser thereafter shall have the right, exercisable by giving Seller notice within fifteen (15) business days after receiving Seller’s Notice either (i) to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder except any indemnification obligations of Purchaser, any documents shall be returned to the party depositing the same and the Xxxxxxx Money Note shall be returned to Purchaser, or (ii) to accept the Improvements Property in their its then condition and proceed with an the Closing without any abatement or reduction in the Purchase Price in the amount of the deductible for the applicable insurance coverage and proceed with the Closing, in which case Purchaser shall be entitled to an assignment of all of Seller’s rights to insurance proceeds payable by reason of such non-material damage. For purposes of contemplating any repairs or replacements under this Section 15(b), the Closing may be extended for a reasonable time to allow such repairs or replacements to be made by SellerPrice. (c) In the event that If prior to the Closing, all or any material nonmaterial portion (as defined in Section 15(e)) of the Land and Improvements are Property is subject to a taking or a threatened taking by public authority, Purchaser Buyer shall have the right, exercisable by giving notice to Seller within fifteen (15) business days after receiving written notice of such taking, either (i) to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder except any indemnification obligations of Purchaser, any documents shall be returned to the party depositing the same and the Xxxxxxx Money Note shall be returned to Purchaser, or (ii) to accept the Land Property in its then condition and Improvements in their then condition, proceed with the Closing without a any abatement or reduction in the Purchase Price, and in which case Buyer shall be entitled to receive an assignment of all of Seller’s rights to any condemnation award payable by reason of such taking. If Purchaser elects to proceed under clause (ii) above, Seller shall not compromise, settle or adjust any claims to such award without Purchaser’s prior written consent. (d) In the event that prior to the Closing, any non-material portion of the Land or Improvements is subject to a taking, Purchaser shall accept the Property in its then condition and proceed with the Closing, in which case Purchaser shall be entitled to an assignment of all of Seller’s rights to any award in connection with such taking. In the event of any such non-material taking, Seller shall not compromise, settle or adjust any claims to such award without PurchaserBuyer’s prior written consent. (ed) For the purpose of this Section 15l2, damage to the Improvements Property or a taking of a portion thereof shall be deemed to involve a material portion thereof if the reasonably estimated cost of restoration or repair of such damage or the amount of the condemnation award with respect of to such taking shall exceed One Hundred Seventy-five Thousand and No/100 Dollars ($100,000.00175,000.00), or if in the number event of a taking any parking spaces at the Project or access to the Project is reduced or if the entrances and entrance signs are relocatedpermanently affected. (fe) Seller agrees to give Purchaser prompt Buyer written notice of any taking, threatened taking, damage or destruction of the Land or ImprovementsProperty, promptly after learning of the same. (g) The provisions of this Section 15 shall survive the Closing.

LOSS BY FIRE, OTHER CASUALTY OR CONDEMNATION. (a) In the event that prior to the ClosingClosing Date, the ImprovementsProperty, or any part thereof, are is destroyed or materially damaged by fire or other casualty, which, according to Seller’s good faith estimate as reasonably agreed to by Xxxxx (as defined in Section 15(e)the “Estimate”), Purchaser would cost, with respect to the Property, more than Five Hundred Thousand and No/100 Dollars ($500,000.00) (the “Threshold Amount”) to repair, or any condemnation proceedings are commenced or overtly threatened which would involve the taking of any portion of the Property valued at more than the Threshold Amount, then Buyer shall have the right, exercisable by giving notice to Seller within fifteen (15) business days after receiving written notice of such damage or destruction, destruction or taking either (ia) to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder except and any indemnification obligations money (including, without limitation, the Deposit but exclusive of Purchaser, any the Independent Consideration) or documents in Escrow shall be returned to the party depositing the same same, except that Buyer and the Xxxxxxx Money Note Seller shall each be returned to Purchaserresponsible for one-half of any title or Escrow cancellation fee, or (iib) to accept the Improvements Property in their its then condition and proceed to proceed with the Closing close this transaction with an abatement or reduction in the Purchase Price in the amount of the deductible for the applicable insurance coverage, if any, and to receive an assignment of all of Seller’s rights to any insurance proceeds payable by reason of such damage or destructiondestruction or condemnation awards payable by reason of such taking. If Purchaser Buyer elects to proceed under clause (iib) above, Seller shall continue to maintain all insurance policies and not compromise, settle or adjust any claims to such proceeds or awards without PurchaserXxxxx’s prior written consent. . Xxxxxx agrees to give Xxxxx prompt notice of any taking, damage or destruction of the Property. Buyer’s failure to deliver notice within the time period specified shall be deemed to constitute Buyer’s election to proceed under clause (b) ). In the event that prior the Estimate of the cost of repair or the amount of the taking, with respect to the Closing there Property, is any non-material damage less than or equal to the ImprovementsThreshold Amount, or any part thereof, Seller then Buyer (w) shall repair or replace such damage prior to the Closing. Notwithstanding the preceding sentence, in the event Seller is unwilling or unable to repair or replace such damage, Seller shall notify Purchaser of such fact (“Seller’s Notice”) and Purchaser thereafter shall not have the right, exercisable by giving Seller notice within fifteen (15) business days after receiving Seller’s Notice either (i) option to terminate this Agreement, in which case neither party (x) shall have any further rights or obligations hereunder except any indemnification obligations of Purchaser, any documents shall be returned to the party depositing the same and the Xxxxxxx Money Note shall be returned to Purchaser, or (ii) to accept the Improvements Property in their its then condition (y) shall proceed to close this transaction with an abatement or reduction in the Purchase Price in the amount of the deductible for the applicable insurance coverage and proceed with the Closingcoverage, in which case Purchaser shall be entitled to an assignment of all of Seller’s rights to insurance proceeds payable by reason of such non-material damage. For purposes of contemplating any repairs or replacements under this Section 15(b), the Closing may be extended for a reasonable time to allow such repairs or replacements to be made by Seller. (c) In the event that prior to the Closing, all or any material portion (as defined in Section 15(e)) of the Land and Improvements are subject to a taking by public authority, Purchaser shall have the right, exercisable by giving notice to Seller within fifteen (15) business days after receiving written notice of such taking, either (i) to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder except any indemnification obligations of Purchaser, any documents shall be returned to the party depositing the same and the Xxxxxxx Money Note shall be returned to Purchaser, or (ii) to accept the Land and Improvements in their then condition, without a reduction in the Purchase Priceif any, and to (z) shall receive an assignment of all of Seller’s rights to any insurance proceeds payable by reason of such damage or destruction or condemnation award awards payable by reason of such taking. If Purchaser elects to proceed under clause (ii) above, provided that Seller shall not compromise, settle or adjust any claims continue to such award without Purchaser’s prior written consentmaintain all insurance policies. (d) In the event that prior to the Closing, any non-material portion of the Land or Improvements is subject to a taking, Purchaser shall accept the Property in its then condition and proceed with the Closing, in which case Purchaser shall be entitled to an assignment of all of Seller’s rights to any award in connection with such taking. In the event of any such non-material taking, Seller shall not compromise, settle or adjust any claims to such award without Purchaser’s prior written consent. (e) For the purpose of this Section 15, damage to the Improvements or a taking of a portion thereof shall be deemed to involve a material portion thereof if the reasonably estimated cost of restoration or repair of such damage or the amount of the condemnation award with respect of such taking shall exceed One Hundred Thousand and No/100 Dollars ($100,000.00), or if the number of parking spaces is reduced or if the entrances and entrance signs are relocated. (f) Seller agrees to give Purchaser prompt notice of any taking, damage or destruction of the Land or Improvements. (g) The provisions of this Section 15 shall survive the Closing.

LOSS BY FIRE, OTHER CASUALTY OR CONDEMNATION. (a) In the event that If prior to the ClosingClose of Escrow, the ImprovementsFacilities, or any part thereof, are destroyed or materially damaged by fire or other casualty and the cost to repair or restore the Facility is reasonably estimated by Buyer to be in excess of five percent (as defined 5%) of the fair market value of the Facility or for which insurance proceeds shall not be available and the cost to repair or restore the Facility is reasonably estimated by Buyer to be in Section 15(e)excess of Two Hundred Fifty Thousand Dollars ($250,000) or any lesser amount that would release Master Tenant from its obligation to repair or restore the Facility under the terms of the Master Lease unless Master Tenant agrees in writing to repair or restore the Facility under the terms of the Master Lease despite the rights otherwise granted to it under the Master Lease (“Material Damage”), Purchaser or is subject to a taking by a public authority that affects or results in the loss of more than ten percent (10%) of the beds at the affected Facility or materially and adversely affects use of the affected Facility as a skilled nursing facility (a “Material Taking”), then Buyer shall have the right, exercisable by giving notice to Seller within fifteen (15) business days after receiving written notice of such damage or destructiondestruction or taking (and if necessary, the Close of Escrow shall be postponed to provide for such 15-day period) to do either of the following: (ia) terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder (other than those obligations that expressly survive the termination of this Agreement) and any money or documents in Escrow shall be returned to the party depositing the same, except that Buyer and Seller shall each be responsible for one-half of any title or Escrow cancellation fee; (b) accept the Property (including the destroyed, damaged or condemned Facility) in its then condition and proceed to close this transaction with an abatement or reduction in the Purchase Price in an amount equal to the estimated cost, as reasonably determined by Buyer, to repair or cure the damage caused by the Material Taking or Material Damage less any insurance proceeds or condemnation award assigned by Seller to and actually received by Buyer at Closing; or (c) exclude the destroyed, damaged or condemned Facility(ies) from the definition of “Property” and proceed to close this transaction with respect to the remainder of the Property and the Purchase Price shall be equitably abated; provided, however, in such event, Seller shall have the right, in lieu thereof, to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder except (other than those obligations that expressly survive the termination of this Agreement) and any indemnification obligations of Purchaser, any money or documents in Escrow shall be returned to the party depositing the same same, except that Buyer and Seller shall each be responsible for one-half of any title or Escrow cancellation fee. In the Xxxxxxx Money Note event of a casualty or condemnation that is not Material Damage or a Material Taking, Buyer shall be returned to Purchaser, or (ii) to accept the Improvements Property (including the destroyed, damaged or condemned Facility) in their its then condition and proceed to proceed with the Closing close this transaction with an abatement or reduction in the Purchase Price in the amount of the deductible for the applicable insurance coverage, if any, and to receive an assignment of all of Seller’s rights to any insurance proceeds payable by reason of such damage or destructiondestruction or condemnation awards payable by reason of such taking. If Purchaser Buyer elects to proceed under clause (iib) above, Seller shall not compromise, settle or adjust any claims to such proceeds or awards without PurchaserBuyer’s prior written consent. (b) In the event that prior to the Closing there is any non-material damage to the Improvements, or any part thereof, Seller shall repair or replace such damage prior to the Closing. Notwithstanding the preceding sentence, in the event Seller is unwilling or unable to repair or replace such damage, Seller shall notify Purchaser of such fact (“Seller’s Notice”) and Purchaser thereafter shall have the right, exercisable by giving Seller notice within fifteen (15) business days after receiving Seller’s Notice either (i) to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder except any indemnification obligations of Purchaser, any documents shall be returned to the party depositing the same and the Xxxxxxx Money Note shall be returned to Purchaser, or (ii) to accept the Improvements in their then condition with an abatement or reduction in the Purchase Price in the amount of the deductible for the applicable insurance coverage and proceed with the Closing, in which case Purchaser shall be entitled to an assignment of all of Seller’s rights to insurance proceeds payable by reason of such non-material damage. For purposes of contemplating any repairs or replacements under this Section 15(b), the Closing may be extended for a reasonable time to allow such repairs or replacements to be made by Seller. (c) In the event that prior to the Closing, all or any material portion (as defined in Section 15(e)) of the Land and Improvements are subject to a taking by public authority, Purchaser shall have the right, exercisable by giving notice to Seller within fifteen (15) business days after receiving written notice of such taking, either (i) to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder except any indemnification obligations of Purchaser, any documents shall be returned to the party depositing the same and the Xxxxxxx Money Note shall be returned to Purchaser, or (ii) to accept the Land and Improvements in their then condition, without a reduction in the Purchase Price, and to receive an assignment of all of Seller’s rights to any condemnation award payable by reason of such taking. If Purchaser elects to proceed under clause (ii) above, Seller shall not compromise, settle or adjust any claims to such award without Purchaser’s prior written consent. (d) In the event that prior to the Closing, any non-material portion of the Land or Improvements is subject to a taking, Purchaser shall accept the Property in its then condition and proceed with the Closing, in which case Purchaser shall be entitled to an assignment of all of Seller’s rights to any award in connection with such taking. In the event of any such non-material taking, Seller shall not compromise, settle or adjust any claims to such award without Purchaser’s prior written consent. (e) For the purpose of this Section 15, damage to the Improvements or a taking of a portion thereof shall be deemed to involve a material portion thereof if the reasonably estimated cost of restoration or repair of such damage or the amount of the condemnation award with respect of such taking shall exceed One Hundred Thousand and No/100 Dollars ($100,000.00), or if the number of parking spaces is reduced or if the entrances and entrance signs are relocated. (f) Seller agrees to give Purchaser Buyer prompt notice of any taking, damage or destruction of the Land or ImprovementsProperty. (g) The provisions of this Section 15 shall survive the Closing.

LOSS BY FIRE, OTHER CASUALTY OR CONDEMNATION. (a) In the event that prior to the Closing, the ImprovementsProperty, or any substantial part thereof, are is destroyed or materially damaged (as defined in Section 15(e))damaged, Purchaser Buyer shall have the right, exercisable by giving written notice to Seller within fifteen ten (1510) business days after receiving written notice of such damage or destruction, either (i) to terminate this Agreementagreement, in which case neither party shall have any further rights or obligations hereunder except any indemnification obligations of Purchaser, any documents and the escrow deposit shall be promptly returned to the party depositing the same and the Xxxxxxx Money Note shall be returned to PurchaserBuyer, or (ii) to accept the Improvements Property in their its then condition and to condition, proceed with the Closing with an abatement or reduction in the Purchase Price in the amount of the deductible for the applicable insurance coverageClosing, and to receive and accept an assignment of all of Seller’s 's rights to any insurance proceeds payable by reason of such damage or destruction. If Purchaser elects Anything herein notwithstanding, the right of Buyer hereunder, shall be subject to proceed the rights of the tenant under clause (ii) abovethe Lease of the Property, Seller shall not compromise, settle or adjust any claims to such proceeds without Purchaser’s prior written consent. (b) and/or applicable law. In the event that prior to the Closing Closing, there is any non-material insubstantial or immaterial damage to the ImprovementsProperty, or any part thereof, Seller Buyer shall repair or replace such damage prior to the Closing. Notwithstanding the preceding sentence, in the event Seller is unwilling or unable to repair or replace such damage, Seller shall notify Purchaser of such fact (“Seller’s Notice”) and Purchaser thereafter shall have the right, exercisable by giving Seller notice within fifteen (15) business days after receiving Seller’s Notice either (i) to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder except any indemnification obligations of Purchaser, any documents shall be returned to the party depositing the same and the Xxxxxxx Money Note shall be returned to Purchaser, or (ii) to accept the Improvements Property in their its then condition with an abatement or reduction in the Purchase Price in the amount of the deductible for the applicable insurance coverage and proceed with the Closing, in which case Purchaser Buyer shall be entitled to an assignment of all of Seller’s rights to any insurance proceeds payable by reason of such non-material damageproceeds. For purposes of contemplating any repairs or replacements under this Section 15(b)Anything herein notwithstanding, the Closing may right of Buyer hereunder, shall be extended for a reasonable time subject to allow such repairs or replacements to be made by Seller. (c) the rights of the tenant under the Lease of the Property, and/or applicable law. In the event that prior to the Closing, all or any material portion (as defined in Section 15(e)) of the Land and Improvements are Property is subject to a taking by public authority, Purchaser including a pending or threatened condemnation, Buyer shall have the right, exercisable by giving notice to Seller within fifteen ten (1510) business days after receiving written notice of such taking, either (i) to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder except any indemnification obligations of Purchaser, any documents and the escrow deposit shall be returned to the party depositing the same and the Xxxxxxx Money Note shall be returned to PurchaserBuyer promptly, or (ii) to accept the Land and Improvements Property in their its then condition, without a reduction in proceed with the Purchase Price, Closing and to receive an assignment of all of Seller’s 's rights to any condemnation award payable by reason of such taking. If Purchaser elects Anything herein notwithstanding, the right of Buyer hereunder, shall be subject to proceed the rights of the tenant under clause (ii) abovethe Lease of the Property, Seller shall not compromise, settle or adjust any claims to such award without Purchaser’s prior written consent. (d) and/or applicable law. In the event that prior to the Closing, any non-material insubstantial or immaterial portion of the Land or Improvements Property is subject to a taking, Purchaser Buyer shall accept the Property in its then condition and proceed with the Closing, in which case Purchaser case, Buyer shall be entitled to an assignment of all of Seller’s 's rights to any award in connection with such taking. In Anything herein notwithstanding, the event right of any such non-material takingBuyer hereunder, Seller shall not compromisebe subject to the rights of the tenant under the Lease of the Property, settle or adjust any claims to such award without Purchaser’s prior written consent. (e) and/or applicable law. For the purpose purposes of this Section 1524, damage to the Improvements Property or a taking of a portion thereof thereof, shall be deemed to involve a substantial or material portion thereof if the reasonably estimated cost of restoration or repair of such damage damage, or the amount of the condemnation award with respect of such taking to a taking, shall exceed One Hundred Thousand and No/100 Dollars ($100,000.00), or if the number of parking spaces is reduced or if the entrances and entrance signs are relocated50,000. (f) Seller agrees to give Purchaser prompt notice of any taking, damage or destruction of the Land or Improvements. (g) The provisions of this Section 15 shall survive the Closing.

LOSS BY FIRE, OTHER CASUALTY OR CONDEMNATION. (a) In the event that If prior to the Closing, Closing Date the ImprovementsProperty, or any material part thereof, are is destroyed or materially damaged (as defined in Section 15(e)17(e), Purchaser shall have the right, exercisable by giving notice to Seller within on or before the earlier of (i) fifteen (15) business days after receiving written notice of such damage destruction or destruction, either (i) to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder except any indemnification obligations of Purchaser, any documents shall be returned to the party depositing the same and the Xxxxxxx Money Note shall be returned to Purchasermaterial damage, or (ii) one (1) Business Day prior to Closing Date, either (A) to terminate this Agreement by delivering a Termination Notice, or (B) to accept the Improvements Property in their its then condition and to proceed with the Closing with an abatement or a reduction in the Purchase Price in the amount of the deductible for the applicable insurance coverage. To permit such election, and if the Closing Date would otherwise have been fifteen (15) days or fewer following the notice of destruction or material damage, the Closing Date shall be automatically extended to the sixteenth (16th) day following such notice. Purchaser’s failure to deliver a Termination Notice on or before the earlier of (x) said fifteen (15) day period, or (y) one (1) Business Day prior to the Closing Date shall be deemed Purchaser’s election to proceed under clause (B) above. If Purchaser elects (or is deemed to elect) to proceed under clause (B) above, (1) Seller shall not compromise, settle or adjust any claims to such insurance proceeds without Purchaser’s prior written consent (which consent shall not be unreasonably withheld or delayed), (2) Purchaser shall receive at the Closing an assignment of all of Seller’s rights to any insurance proceeds payable by reason of such destruction or material damage, and (3) Seller shall have no duty or obligation to repair or restore such destruction or material damage. (b) If prior to the Closing Date there is any non-material damage or destructionto the Property, Purchaser shall accept the Property in its then condition and proceed with the Closing with a reduction in the Purchase Price in the amount of the deductible for the applicable insurance coverage. If Purchaser elects to proceed under clause In such event, (iii) above, Seller shall not compromise, settle or adjust any claims to such proceeds without Purchaser’s prior written consent. consent (b) In the event that prior to the Closing there is any non-material damage to the Improvementswhich consent shall not be unreasonably withheld or delayed), or any part thereof, Seller shall repair or replace such damage prior to the Closing. Notwithstanding the preceding sentence, in the event Seller is unwilling or unable to repair or replace such damage, Seller shall notify Purchaser of such fact (“Seller’s Notice”) and Purchaser thereafter shall have the right, exercisable by giving Seller notice within fifteen (15) business days after receiving Seller’s Notice either (i) to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder except any indemnification obligations of Purchaser, any documents shall be returned to the party depositing the same and the Xxxxxxx Money Note shall be returned to Purchaser, or (ii) to accept the Improvements in their then condition with an abatement or reduction in the Purchase Price in the amount of the deductible for the applicable insurance coverage and proceed with the Closing, in which case Purchaser shall be entitled to an assignment of all of Seller’s rights to insurance proceeds payable by reason of such non-material damage. For purposes of contemplating any repairs or replacements under this Section 15(b), receive at the Closing may be extended for a reasonable time to allow such repairs or replacements to be made by Seller. (c) In the event that prior to the Closing, all or any material portion (as defined in Section 15(e)) of the Land and Improvements are subject to a taking by public authority, Purchaser shall have the right, exercisable by giving notice to Seller within fifteen (15) business days after receiving written notice of such taking, either (i) to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder except any indemnification obligations of Purchaser, any documents shall be returned to the party depositing the same and the Xxxxxxx Money Note shall be returned to Purchaser, or (ii) to accept the Land and Improvements in their then condition, without a reduction in the Purchase Price, and to receive an assignment of all of Seller’s rights to any condemnation award insurance proceeds payable by reason of such damage, and (iii) Seller shall have no duty or obligation to repair or restore such damage. (c) If prior to the Closing Date the Property, or any material part thereof (as defined in Section 17(e)), is subject to a taking or a threatened taking by a Governmental Authority, Purchaser shall have the right, exercisable on or before the earlier of (i) fifteen (15) days after receiving written notice of such taking, or (ii) one (1) Business Day prior to the Closing Date, either (i) to terminate this Agreement by delivering a Termination Notice, or (ii) to accept the Property in its then condition and to proceed with the Closing without an abatement or reduction in the Purchase Price. Purchaser’s failure to deliver a Termination Notice on or before the earlier of (i) said fifteen (15)-day period, or (ii) one (1) Business Day prior to the Closing Date, shall be deemed Purchaser’s election to proceed under clause (ii) above. If Purchaser elects (or is deemed to elect) to proceed under clause (ii) above, (x) Seller shall not compromise, settle or adjust any claims to such award without Purchaser’s prior written consentconsent (which consent shall not be unreasonably withheld or delayed), (y) Purchaser shall receive at the Closing an assignment of all of Seller’s rights to any condemnation award payable by reason of such taking (and to the extent that Seller has theretofore received any such condemnation award and not applied the proceeds thereof to the repair or restoration of the Property, Purchaser shall receive a credit against the Purchase Price for any amounts so received by Seller), and (z) Seller shall have no duty or obligation to repair or restore the portion of the Property remaining after such taking. (d) In the event that If prior to the Closing, Closing Date any non-material portion of the Land or Improvements Property is subject to a takingtaking or a threatened taking by a Governmental Authority, Purchaser shall accept the Property in its then condition and proceed with the Closing, Closing without an abatement or reduction in which case Purchaser shall be entitled to an assignment of all of Seller’s rights to any award in connection with such takingthe Purchase Price. In the event of any such non-material takingevent, (i) Seller shall not compromise, settle or adjust any claims to such award without Purchaser’s prior written consentconsent (which consent shall not be unreasonably withheld or delayed), (ii) Purchaser shall receive at the Closing an assignment of all of Seller’s rights to any condemnation award payable by reason of such taking (and to the extent that Seller has theretofore received any such condemnation award and not applied the proceeds thereof to the repair or restoration of the Property, Purchaser shall receive a credit against the Purchase Price for any amounts so received by Seller), and (iii) Seller shall have no duty or obligation to repair or restore the portion of the Property remaining after such taking. (e) For the purpose purposes of this Section 1517, damage to the Improvements Property or a taking of a portion thereof shall be deemed to involve a material portion thereof if the reasonably estimated cost of restoration or repair of such damage or the amount of the condemnation award with respect of such taking shall exceed One Hundred Thousand and No/100 Ten Million Dollars ($100,000.0010,000,000), or if in the number case of parking spaces is reduced or if the entrances and entrance signs are relocated. (f) Seller agrees to give Purchaser prompt notice of any a taking, damage or destruction such taking has a material adverse effect on the operation of the Land Hotel, the parking available at the Hotel, or Improvementsaccess to the Hotel. (g) The provisions of this Section 15 shall survive the Closing.

LOSS BY FIRE, OTHER CASUALTY OR CONDEMNATION. (a) In the event that If prior to the ClosingClose of Escrow, the ImprovementsFacilities, or any material part thereof, are destroyed or materially damaged (as defined in Section 15(e))by fire or other casualty, Purchaser or is subject to a taking by a public authority, then Buyer shall have the right, exercisable by giving notice to Seller within fifteen (15) business days after receiving written notice of such damage or destructiondestruction or taking (and if necessary, either (ithe Close of Escrow shall be postponed to provide for such 15-day period) to do either of the following: (a) terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder except (other than those obligations that expressly survive the termination of this Agreement) and any indemnification obligations of Purchaser, any money or documents in Escrow shall be returned to the party depositing the same same, except that Buyer and the Xxxxxxx Money Note Seller shall each be returned to Purchaser, responsible for one-half of any title or Escrow cancellation fee; (iib) to accept the Improvements Property in their its then condition and proceed to proceed with the Closing close this transaction with an abatement or reduction in the Purchase Price in the amount of the deductible for the applicable insurance coverage, if any, and to receive an assignment of all of Seller’s rights to any insurance proceeds payable by reason of such damage or destructiondestruction or condemnation awards payable by reason of such taking; or (c) exclude the destroyed, damaged or condemned Facility(ies) from the definition of “Property” and proceed to close this transaction with respect to the remainder of the Property and the Purchase Price shall be reduced by an amount equal to the removed Facility’s trailing twelve (12) month EBITDAR divided by 0.95. If Purchaser Buyer elects to proceed under clause (iib) above, Seller shall not compromise, settle or adjust any claims to such proceeds or awards without PurchaserBuyer’s prior written consent. (b) In . For the event that prior to the Closing there is any non-material damage to the Improvementspurposes hereof, a “material” destruction, damage, or taking shall mean, with respect to any part thereofFacility, Seller shall repair any destruction, damage, or replace such damage prior taking the effect of which would be to the Closing. Notwithstanding the preceding sentence, in the event Seller is unwilling or unable require more than Two Hundred Fifty Thousand and 00/100 Dollars ($250,000.00) to repair or replace such restore the Facility. If a destruction, damage, Seller or taking is not “material”, then Buyer shall notify Purchaser of such fact (“Seller’s Notice”) and Purchaser thereafter shall have the right, exercisable by giving Seller notice within fifteen (15) business days after receiving Seller’s Notice either (i) to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder except any indemnification obligations of Purchaser, any documents shall be returned to the party depositing the same and the Xxxxxxx Money Note shall be returned to Purchaser, or (ii) to accept the Improvements in their then condition with an abatement or reduction in the Purchase Price in the amount of the deductible for the applicable insurance coverage and proceed with the Closing, in which case Purchaser shall be entitled to an assignment of all of Seller’s rights to insurance proceeds payable by reason of such non-material damage. For purposes of contemplating any repairs or replacements under this Section 15(b), the Closing may be extended for a reasonable time to allow such repairs or replacements to be made by Seller. (c) In the event that prior to the Closing, all or any material portion (as defined in Section 15(e)) of the Land and Improvements are subject to a taking by public authority, Purchaser shall have the right, exercisable by giving notice to Seller within fifteen (15) business days after receiving written notice of such taking, either (i) to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder except any indemnification obligations of Purchaser, any documents shall be returned to the party depositing the same and the Xxxxxxx Money Note shall be returned to Purchaser, or (ii) to accept the Land and Improvements in their then condition, without a reduction in the Purchase Price, and to receive an assignment of all of Seller’s rights to any condemnation award payable by reason of such taking. If Purchaser elects elect to proceed under clause (iib) above, and Seller shall not compromise, settle or adjust any claims to such award proceeds or awards without PurchaserBuyer’s prior written consent. (d) In the event that prior to the Closing, any non-material portion of the Land or Improvements is subject to a taking, Purchaser shall accept the Property in its then condition and proceed with the Closing, in which case Purchaser shall be entitled to an assignment of all of Seller’s rights to any award in connection with such taking. In the event of any such non-material taking, Seller shall not compromise, settle or adjust any claims to such award without Purchaser’s prior written consent. (e) For the purpose of this Section 15, damage to the Improvements or a taking of a portion thereof shall be deemed to involve a material portion thereof if the reasonably estimated cost of restoration or repair of such damage or the amount of the condemnation award with respect of such taking shall exceed One Hundred Thousand and No/100 Dollars ($100,000.00), or if the number of parking spaces is reduced or if the entrances and entrance signs are relocated. (f) Seller agrees to give Purchaser Buyer prompt notice of any taking, damage or destruction of the Land or ImprovementsProperty. (g) The provisions of this Section 15 shall survive the Closing.

LOSS BY FIRE, OTHER CASUALTY OR CONDEMNATION. (a) In Except as provided -------------------------------------------- below, in the event that prior to the ClosingClose of Escrow, the Improvementsany Property, or any part thereof, are is destroyed or materially damaged (as defined in Section 15(e))by fire or other casualty, Purchaser or is subject to a taking by a public authority, then Buyer shall have the right, exercisable by giving notice to the appropriate Seller within fifteen (15) business days after receiving written notice of such damage or destruction, either destruction or taking either: (ia) to terminate this AgreementAgreement with respect to the affected Property, in which case neither party Party shall have any further rights or obligations hereunder except with respect to such Property and any indemnification obligations of Purchaser, any money or documents in Escrow shall be returned to the party depositing the same same, except that Buyer and the Xxxxxxx Money Note Sellers shall each be returned to Purchaser, responsible for one-half of any related title or Escrow cancellation fee; or (iib) to accept the Improvements affected Property in their its then condition and proceed to proceed close this transaction with the Closing with respect to such Property, provided that an abatement or reduction shall be made in the appropriate Individual Real Property Purchase Price in the amount of the deductible for the any applicable insurance coverage, coverage and further provided that Buyer shall be entitled to receive an assignment of all of the respective Seller’s 's and Xxxxxxxx'x rights to any insurance proceeds payable by reason of such damage or destructiondestruction or any condemnation awards payable by reason of such taking. If Purchaser Buyer elects to proceed under the foregoing clause (ii) aboveb), neither Seller nor Xxxxxxxx shall not compromise, settle or adjust any claims to such proceeds or awards without Purchaser’s Buyer's prior written consent. (b) In the event that prior to the Closing there is any non-material damage to the Improvements, or any part thereof, Seller shall repair or replace such damage prior to the Closing. Notwithstanding the preceding sentence, in the event Seller is unwilling or unable to repair or replace such damage, Seller shall notify Purchaser of such fact (“Seller’s Notice”) and Purchaser thereafter shall have the right, exercisable by giving Seller notice within fifteen (15) business days after receiving Seller’s Notice either (i) to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder except any indemnification obligations of Purchaser, any documents shall be returned to the party depositing the same and the Xxxxxxx Money Note shall be returned to Purchaser, or (ii) to accept the Improvements in their then condition with an abatement or reduction in the Purchase Price in the amount of the deductible for the applicable insurance coverage and proceed with the Closing, in which case Purchaser shall be entitled to an assignment of all of Seller’s rights to insurance proceeds payable by reason of such non-material damage. For purposes of contemplating any repairs or replacements under this Section 15(b), the Closing may be extended for a reasonable time to allow such repairs or replacements to be made by Seller. (c) In the event that prior to the Closing, all or any material portion (as defined in Section 15(e)) of the Land and Improvements are subject to a taking by public authority, Purchaser shall have the right, exercisable by giving notice to Seller within fifteen (15) business days after receiving written notice of such taking, either (i) to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder except any indemnification obligations of Purchaser, any documents shall be returned to the party depositing the same and the Xxxxxxx Money Note shall be returned to Purchaser, or (ii) to accept the Land and Improvements in their then condition, without a reduction in the Purchase Price, and to receive an assignment of all of Seller’s rights to any condemnation award payable by reason of such taking. If Purchaser elects to proceed under clause (ii) above, Seller shall not compromise, settle or adjust any claims to such award without Purchaser’s prior written consent. (d) In the event that prior to the Closing, any non-material portion of the Land or Improvements is subject to a taking, Purchaser shall accept the Property in its then condition and proceed with the Closing, in which case Purchaser shall be entitled to an assignment of all of Seller’s rights to any award in connection with such taking. In the event of any such non-material taking, Seller shall not compromise, settle or adjust any claims to such award without Purchaser’s prior written consent. (e) For the purpose of this Section 15, damage to the Improvements or a taking of a portion thereof shall be deemed to involve a material portion thereof if the reasonably estimated cost of restoration or repair of such damage or the amount of the condemnation award with respect of such taking shall exceed One Hundred Thousand and No/100 Dollars ($100,000.00), or if the number of parking spaces is reduced or if the entrances and entrance signs are relocated. (f) Seller agrees Sellers agree to give Purchaser Buyer prompt notice of any taking, damage or destruction of the Land Properties. Notwithstanding the foregoing, if the cost of repairing any fire or Improvementscasualty damage to any individual Property does not exceed $50,000 (as reasonably estimated by an architect of good reputation selected by Sellers), or if no more than ten percent (10%) of the floor area of the Improvements to any individual Property is taken by a public authority and the remainder of such Improvements and Property is reasonably suitable for the operation of the School thereon, then Buyer shall be deemed to have elected to proceed under the foregoing clause (b) and shall have no right to terminate this Agreement. (g) The provisions of this Section 15 shall survive the Closing.

LOSS BY FIRE, OTHER CASUALTY OR CONDEMNATION. (a) In the event that prior to the Closing, the Improvements, or any part thereof, are destroyed or materially damaged (as defined in Section 15(e)), Purchaser shall have the right, exercisable by giving notice to Seller within fifteen (15) business days after receiving written notice of such damage or destruction, either (i) to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder except any indemnification obligations of Purchaser, Purchaser and the Deposit shall be returned to Purchaser and any documents shall be returned to the party depositing the same and the Xxxxxxx Money Note shall be returned to Purchasersame, or (ii) to accept the Improvements in their then condition and to proceed with the Closing with an abatement or reduction in the Purchase Price in the amount of the deductible for the applicable insurance coverage, and to receive an assignment of all of Seller’s 's rights to any insurance proceeds payable by reason of such damage or destruction. If Purchaser elects to proceed under clause (ii) above, Seller shall not compromise, settle or adjust any claims to such proceeds without Purchaser’s 's prior written consent. (b) In the event that prior to the Closing there is any non-material damage to the Improvements, or any part thereof, Seller shall repair or replace such damage prior to the Closing. Notwithstanding the preceding sentence, in the event Seller is unwilling or unable to repair or replace such damage, Seller shall notify Purchaser of such fact (“"Seller’s 's Notice”") and Purchaser thereafter shall have the right, exercisable by giving Seller notice within fifteen (15) business days after receiving Seller’s 's Notice either (i) to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder except any indemnification obligations of Purchaser, Purchaser and the Deposit shall be returned to Purchaser and any documents shall be returned to the party depositing the same and the Xxxxxxx Money Note shall be returned to Purchasersame, or (ii) to accept the Improvements in their then condition with an abatement or reduction in the Purchase Price in the amount of the deductible for the applicable insurance coverage and proceed with the Closing, in which case Purchaser shall be entitled to an assignment of all of Seller’s rights to insurance proceeds payable by reason of such non-material damage. For purposes of contemplating any repairs or replacements under this Section 15(b), the Closing may be extended for a reasonable time to allow such repairs or replacements to be made by Seller. (c) In the event that prior to the Closing, all or any material portion (as defined in Section 15(e)) of the Land and Improvements are subject to a taking by public authority, Purchaser shall have the right, exercisable by giving notice to Seller within fifteen (15) business days after receiving written notice of such taking, either (i) to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder except any indemnification obligations of Purchaser, Purchaser and the Deposit shall be returned to Purchaser and any documents shall be returned to the party depositing the same and the Xxxxxxx Money Note shall be returned to Purchasersame, or (ii) to accept the Land and Improvements in their then condition, without a reduction in the Purchase Price, and to receive an assignment of all of Seller’s 's rights to any condemnation award payable by reason of such taking. If Purchaser elects to proceed under clause (ii) above, Seller shall not compromise, settle or adjust any claims to such award without Purchaser’s 's prior written consent. (d) In the event that prior to the Closing, any non-material portion of the Land or Improvements is subject to a taking, Purchaser shall accept the Property in its then condition and proceed with the Closing, in which case Purchaser shall be entitled to an assignment of all of Seller’s 's rights to any award in connection with such taking. In the event of any such non-material taking, Seller shall not compromise, settle or adjust any claims to such award without Purchaser’s 's prior written consent. (e) For the purpose of this Section 15, damage to the Improvements or a taking of a portion thereof shall be deemed to involve a material portion thereof if the reasonably estimated cost of restoration or repair of such damage or the amount of the condemnation award with respect of such taking shall exceed One Hundred Thousand and No/100 Dollars ($100,000.00), 100,000) or if the number of parking spaces is reduced damage to the Improvements or if the entrances and entrance signs are relocatedtaking gives a Major Tenant the right to terminate its Lease. (f) In the event of material or non-material damage to the Improvements which is non-insured and Purchaser elects to proceed to Closing, Purchaser shall receive a credit at Closing in the amount of the uninsured loss, provided, however, if the amount of the uninsured loss exceeds $250,000, the Seller shall have the right to terminate this Agreement and the Deposit shall be returned to Purchaser and any documents shall be returned to the party depositing the same. (g) Seller agrees to give Purchaser prompt notice of any taking, damage or destruction of the Land or Improvements. (gh) The provisions of this Section 15 shall survive the Closing.

LOSS BY FIRE, OTHER CASUALTY OR CONDEMNATION. (a) In the event that If prior to the ClosingClose of Escrow, the Improvements, or any part thereof, are is destroyed or materially damaged (as defined in Section 15(e))by fire or other casualty, Purchaser or the Land and/or the Improvements are subject to a taking by a public authority, then Buyer shall have the right, exercisable by giving notice to Seller within fifteen ten (1510) business days after receiving written notice of such damage or destructiondestruction or taking (and if necessary, either (ithe Close of Escrow shall be postponed to provide for such 10-day period) to do either of the following: (a) terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder except those obligations which specifically survive the Close of Escrow or earlier termination of this Agreement and any indemnification obligations of Purchaser, any money or documents in Escrow shall be returned to the party depositing the same same, and the Xxxxxxx Money Note Buyer and Seller shall each be returned to Purchaser, responsible for one-half of any title or Escrow cancellation fee; or (iib) to accept the Improvements Property in their its then damaged condition and proceed to proceed close this transaction with the Closing with an abatement or reduction in no credit against the Purchase Price in (except to the extent of the amount of the deductible for the applicable insurance coverage, if any, maintained by Seller and applicable to such casualty, but then only to the extent that Hospital Tenant has no obligation to reimburse or pay-over such deductible amount pursuant to the Hospital Lease) and to receive an assignment of all of Seller’s rights to any insurance proceeds payable by reason of such damage or destructiondestruction or condemnation awards payable by reason of such taking. If Purchaser Buyer elects to proceed under clause (iib) above, Seller shall have no obligation to repair, restore or replace any damage to the Property as a result of such casualty or condemnation and Seller shall not compromise, settle or adjust any claims to such proceeds or awards without PurchaserBuyer’s prior written consent. (b) In the event that prior to the Closing there is any non-material damage to the Improvements, or any part thereof, Seller shall repair or replace such damage prior to the Closing. Notwithstanding the preceding sentence, in the event Seller is unwilling or unable to repair or replace such damage, Seller shall notify Purchaser of such fact (“Seller’s Notice”) and Purchaser thereafter shall have the right, exercisable by giving Seller notice within fifteen (15) business days after receiving Seller’s Notice either (i) to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder except any indemnification obligations of Purchaser, any documents shall be returned to the party depositing the same and the Xxxxxxx Money Note shall be returned to Purchaser, or (ii) to accept the Improvements in their then condition with an abatement or reduction in the Purchase Price in the amount of the deductible for the applicable insurance coverage and proceed with the Closing, in which case Purchaser shall be entitled to an assignment of all of Seller’s rights to insurance proceeds payable by reason of such non-material damage. For purposes of contemplating any repairs or replacements under this Section 15(b), the Closing may be extended for a reasonable time to allow such repairs or replacements to be made by Seller. (c) In the event that prior to the Closing, all or any material portion (as defined in Section 15(e)) of the Land and Improvements are subject to a taking by public authority, Purchaser shall have the right, exercisable by giving notice to Seller within fifteen (15) business days after receiving written notice of such taking, either (i) to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder except any indemnification obligations of Purchaser, any documents shall be returned to the party depositing the same and the Xxxxxxx Money Note shall be returned to Purchaser, or (ii) to accept the Land and Improvements in their then condition, without a reduction in the Purchase Price, and to receive an assignment of all of Seller’s rights to any condemnation award payable by reason of such taking. If Purchaser elects to proceed under clause (ii) above, Seller shall not compromise, settle or adjust any claims to such award without Purchaser’s prior written consent. (d) In the event that prior to the Closing, any non-material portion of the Land or Improvements is subject to a taking, Purchaser shall accept the Property in its then condition and proceed with the Closing, in which case Purchaser shall be entitled to an assignment of all of Seller’s rights to any award in connection with such taking. In the event of any such non-material taking, Seller shall not compromise, settle or adjust any claims to such award without Purchaser’s prior written consent. (e) For the purpose of this Section 15, damage to the Improvements or a taking of a portion thereof shall be deemed to involve a material portion thereof if the reasonably estimated cost of restoration or repair of such damage or the amount of the condemnation award with respect of such taking shall exceed One Hundred Thousand and No/100 Dollars ($100,000.00), or if the number of parking spaces is reduced or if the entrances and entrance signs are relocated. (f) Seller agrees to give Purchaser Buyer prompt notice of any taking, damage or destruction of the Land or ImprovementsProperty. (g) The provisions of this Section 15 shall survive the Closing.

LOSS BY FIRE, OTHER CASUALTY OR CONDEMNATION. ANCHOR CLOSING (a) In the event that prior to the Closing, the ImprovementsProperty, or any part thereof, are is destroyed or materially damaged (as defined in Section 15(e)) hereof), Purchaser Macerich shall have the right, exercisable by giving written notice to Seller Stonewood and Escrow Holder within fifteen three (153) business days after receiving written notice of such damage or destruction, either (i) to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder except any indemnification obligations of Purchaser, any documents shall be returned to the party depositing the same and the Xxxxxxx Money Note shall be returned to Purchaser, or (ii) to accept the Improvements Property in their its then condition and to proceed with the Closing with an abatement or reduction in the Purchase Price in the amount of the deductible for the applicable insurance coverage, in which case Stonewood shall not restore the Property and Macerich shall be entitled to receive an assignment of all of Seller’s Stonewood's rights to any insurance proceeds payable by reason of such damage or destruction. If Purchaser Macerich elects to proceed under clause (ii) above, Seller Stonewood shall not compromise, settle or adjust any claims to such proceeds without Purchaser’s Macerich's prior written consent, which shall not be unreasonably withheld or delayed. (b) In the event that prior to the Closing Closing, there is any non-material damage to the ImprovementsProperty, or any part thereof, Seller Stonewood shall repair or replace such damage prior to the Closing and Macerich shall proceed with the Closing. Notwithstanding the preceding sentence, in the event Seller Stonewood is unwilling or unable to repair or replace such damage, Seller Stonewood shall notify Purchaser Macerich of such fact (“Seller’s "Stonewood's Notice”") and Purchaser Macerich shall thereafter shall have the right, exercisable by giving Seller written notice to Stonewood and Escrow Holder within fifteen three (153) business days after receiving Seller’s Notice Stonewood's Notice, either (i) to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder except any indemnification obligations of Purchaser, any documents shall be returned to the party depositing the same and the Xxxxxxx Money Note shall be returned to Purchaser, or (ii) to accept the Improvements Property in their its then condition and to proceed with the Closing with an abatement or reduction in the Purchase Price in the amount of the deductible for the applicable insurance coverage and proceed with the Closingcoverage, in which case Purchaser Stonewood shall not restore the Property and Macerich shall be entitled to receive an assignment of all of Seller’s Stonewood's rights to any insurance proceeds payable by reason of such non-material damagedamage or destruction. If Macerich elects to proceed under clause (ii) above, Stonewood shall not compromise, settle or adjust any claims to such proceeds without Macerich's prior written consent, which shall not be unreasonably withheld or delayed. For purposes of contemplating completing any repairs or replacements under this Section 15(b), the Closing may be extended for a reasonable time to allow such repairs or replacements to be made by SellerStonewood. (c) In the event that prior to the Closing, all or any material portion (as defined in Section 15(e)) hereof) of the Land and Improvements are 27 Property is subject to a taking or a threatened taking by public authority, Purchaser Macerich shall have the right, exercisable by giving written notice to Seller Stonewood and Escrow Holder within fifteen three (153) business days after receiving written notice of such taking, either (i) to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder except any indemnification obligations of Purchaser, any documents shall be returned to the party depositing the same and the Xxxxxxx Money Note shall be returned to Purchaser, or (ii) to accept the Land Property in its then condition and Improvements in their then condition, to proceed with the Closing without a an abatement or reduction in the Purchase Price, in which case Stonewood shall not restore the Property and Macerich shall be entitled to receive an assignment of all of Seller’s Stonewood's rights to any condemnation award payable by reason of such taking. If Purchaser Macerich elects to proceed under clause (ii) above, Seller Stonewood shall not compromise, settle or adjust any claims to such award without Purchaser’s Macerich's prior written consent, which shall not be unreasonably withheld or delayed. (d) In the event that prior to the Closing, any non-non- material portion of the Land or Improvements Property is subject to a takingtaking or a threatened taking by public authority, Purchaser Macerich shall accept the Property in its then condition and proceed with the ClosingClosing without an abatement or reduction in the Purchase Price, in which case Purchaser Macerich shall be entitled to receive an assignment of all of Seller’s Stonewood's rights to any condemnation award in connection with payable by reason of such taking. In the event of any such non-material taking, Seller Stonewood shall not compromise, settle or adjust any claims to such award without Purchaser’s Macerich's prior written consent, which shall not be unreasonably withheld or delayed. (e) For the purpose of this Section 15, damage to the Improvements Property or a taking of a portion thereof shall be deemed to involve a material portion thereof if (i) the reasonably estimated cost of restoration or repair of such damage or the amount of the condemnation award with respect of such taking shall exceed One Two Hundred Fifty Thousand and No/100 Dollars ($100,000.00250,000), (ii) access to the Property is prevented or if otherwise impeded, (iii) any Tenant occupying in excess of Ten Thousand (10,000) square feet of space in the number Property terminates its Lease due to the casualty or taking, (iv) occupancy in excess of Ten Thousand (10,000) square feet of space in the Property is prevented due to such casualty or taking, or (v) all or any portion of the parking spaces is reduced or if areas of the entrances and entrance signs Property are relocated.taken. 28 (f) Seller agrees In the event that prior to give Purchaser prompt the Closing, any of the Anchors shall terminate the Operating Agreement and/or lease with Stonewood as to its parcel, or shall cease operating at the Property (other than temporarily due to damage, destruction, remodeling, renovation or any similar cause) or cease operating at the Property under the name under which it was operating as of the date of this Agreement or such Anchor shall have the right, prior to the Closing, to do any of the foregoing (unless such right shall have expired or been waived) ("Anchor Closure"), Macerich shall have the right, exercisable by giving written notice to Stonewood and Escrow Holder within three (3) days after receiving written notice of such Anchor Closure, either (i) to terminate this Agreement, or (ii) to accept the Property in its then condition (as affected by the Anchor Closure) and to proceed with the Closing without an abatement or reduction in the Purchase Price, in which case Macerich shall be entitled to receive an assignment of all of Stonewood's right, title and interest in and to any takingawards, damage damages or destruction the like payable by the Anchor by reason of such Anchor Closure. If Macerich elects to proceed under clause (ii) above, Stonewood shall not compromise, settle or adjust any claims to such awards, damages or the Land like without Macerich's prior written consent, which shall not be unreasonably withheld or Improvementsdelayed. (g) The provisions Stonewood agrees to give Macerich written notice of any of the events or occurrences described in this Section 15 promptly after learning of the same. (h) In the event this Agreement terminates pursuant to this Section 15, it shall survive the Closingterminate pursuant to Section 16(c) hereof.

LOSS BY FIRE, OTHER CASUALTY OR CONDEMNATION. (a) In the event that prior to the Closing, the Improvements, or any part thereof, are destroyed or materially damaged (as defined in Section 15(e)), Purchaser shall have the right, exercisable by giving notice to Seller within fifteen (15) business days after receiving written notice of such damage or destruction, either (i) to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder except any indemnification obligations of Purchaser, any documents shall be returned to the party depositing the same and the Xxxxxxx Money Note shall be returned to Purchaser, or (ii) to accept the Improvements in their then condition and to proceed with the Closing with an abatement or reduction in the Purchase Price in the amount of the deductible for the applicable insurance coverage, and to receive an assignment of all of Seller’s rights to any insurance proceeds payable by reason of such damage or destruction. If Purchaser elects to proceed under clause (ii) above, Seller shall not compromise, settle or adjust any claims to such proceeds without Purchaser’s prior written consent. (b) In the event that prior to the Closing there is any non-material damage to the Improvements, or any part thereof, Seller shall repair or replace such damage prior to the Closing. Notwithstanding the preceding sentence, in the event Seller is unwilling or unable to repair or replace such damage, Seller shall notify Purchaser of such fact (“Seller’s Notice”) and Purchaser thereafter shall have the right, exercisable by giving Seller notice within fifteen (15) business days after receiving Seller’s Notice either (i) to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder except any indemnification obligations of Purchaser, any documents shall be returned to the party depositing the same and the Xxxxxxx Money Note shall be returned to Purchaser, or (ii) to accept the Improvements in their then condition with an abatement or reduction in the Purchase Price in the amount of the deductible for the applicable insurance coverage and proceed with the Closing, in which case Purchaser shall be entitled to an assignment of all of Seller’s rights to insurance proceeds payable by reason of such non-material damage. For purposes of contemplating any repairs or replacements under this Section 15(b), the Closing may be extended for a reasonable time to allow such repairs or replacements to be made by Seller. (c) In the event that prior to the Closing, all or any material portion (as defined in Section 15(e)) of the Land and Improvements are subject to a taking by public authority, Purchaser shall have the right, exercisable by giving notice to Seller within fifteen (15) business days after receiving written notice of such taking, either (i) to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder except any indemnification obligations of Purchaser, any documents shall be returned to the party depositing the same and the Xxxxxxx Money Note shall be returned to Purchaser, or (ii) to accept the Land and Improvements in their then condition, without a reduction in the Purchase Price, and to receive an assignment of all of Seller’s rights to any condemnation award payable by reason of such taking. If Purchaser elects to proceed under clause (ii) above, Seller shall not compromise, settle or adjust any claims to such award without Purchaser’s prior written consent. (d) In the event that prior to the Closing, any non-material portion of the Land or Improvements is subject to a taking, Purchaser shall accept the Property in its then condition and proceed with the Closing, in which case Purchaser shall be entitled to an assignment of all of Seller’s rights to any award in connection with such taking. In the event of any such non-non- material taking, Seller shall not compromise, settle or adjust any claims to such award without Purchaser’s prior written consent. (e) For the purpose of this Section 15, damage to the Improvements or a taking of a portion thereof shall be deemed to involve a material portion thereof if the reasonably estimated cost of restoration or repair of such damage or the amount of the condemnation award with respect of such taking shall exceed One Hundred Thousand and No/100 Dollars ($100,000.00), or if the number of parking spaces is reduced or if the entrances and entrance signs are relocated. (f) Seller agrees to give Purchaser prompt notice of any taking, damage or destruction of the Land or Improvements. (g) The provisions of this Section 15 shall survive the Closing.

LOSS BY FIRE, OTHER CASUALTY OR CONDEMNATION. (a) In the event that If prior to the ClosingClose of Escrow, the ImprovementsHospital, or any part thereof, are is destroyed or materially damaged (as defined in Section 15(e))by fire or other casualty, Purchaser or is subject to a taking by a public authority, then Buyer shall have the right, exercisable by giving notice to Seller within fifteen (15) business days after receiving written notice of such damage or destructiondestruction or taking (and if necessary, the Close of Escrow shall be postponed to provide for such 15-day period) to do either of the following: (a) if, (i) as a result of any such fire, casualty or taking, Hospital Tenant has a right to terminate the Hospital Lease, or Hospital Tenant is entitled to an abatement of rent coming due under the Hospital Lease, or (ii) the cost to repair or diminution in value resulting therefrom exceeds $1,000,000 (as determined by a third party selected by Buyer and reasonably approved by Seller), then Buyer may terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder except and any indemnification obligations of Purchaser, any money or documents in Escrow shall be returned to the party depositing the same and the Xxxxxxx Money Note shall be returned to Purchaser, same; or (iib) to accept the Improvements Property in their its then condition and proceed to proceed close this transaction with the Closing with an no abatement or reduction in the Purchase Price in the amount of the deductible for the applicable insurance coveragePrice, and Seller shall assign to receive an assignment Buyer at Close of Escrow all of Seller’s rights to any insurance proceeds payable by reason of such damage or destructiondestruction or condemnation awards payable by reason of such taking, and shall pay to Buyer and pay to Buyer the amount of any deductible with respect thereto if payable by Seller. If Purchaser Buyer elects to proceed under clause (iib) above, Seller shall not compromise, settle or adjust any claims to such proceeds or awards without PurchaserBuyer’s prior written consent. (b) In the event that prior to the Closing there is any non-material damage to the Improvements, or any part thereof, Seller shall repair or replace such damage prior to the Closing. Notwithstanding the preceding sentence, in the event Seller is unwilling or unable to repair or replace such damage, Seller shall notify Purchaser of such fact (“Seller’s Notice”) and Purchaser thereafter shall have the right, exercisable by giving Seller notice within fifteen (15) business days after receiving Seller’s Notice either (i) to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder except any indemnification obligations of Purchaser, any documents shall be returned to the party depositing the same and the Xxxxxxx Money Note shall be returned to Purchaser, or (ii) to accept the Improvements in their then condition with an abatement or reduction in the Purchase Price in the amount of the deductible for the applicable insurance coverage and proceed with the Closing, in which case Purchaser shall be entitled to an assignment of all of Seller’s rights to insurance proceeds payable by reason of such non-material damage. For purposes of contemplating any repairs or replacements under this Section 15(b), the Closing may be extended for a reasonable time to allow such repairs or replacements to be made by Seller. (c) In the event that prior to the Closing, all or any material portion (as defined in Section 15(e)) of the Land and Improvements are subject to a taking by public authority, Purchaser shall have the right, exercisable by giving notice to Seller within fifteen (15) business days after receiving written notice of such taking, either (i) to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder except any indemnification obligations of Purchaser, any documents shall be returned to the party depositing the same and the Xxxxxxx Money Note shall be returned to Purchaser, or (ii) to accept the Land and Improvements in their then condition, without a reduction in the Purchase Price, and to receive an assignment of all of Seller’s rights to any condemnation award payable by reason of such taking. If Purchaser elects to proceed under clause (ii) above, Seller shall not compromise, settle or adjust any claims to such award without Purchaser’s prior written consent. (d) In the event that prior to the Closing, any non-material portion of the Land or Improvements is subject to a taking, Purchaser shall accept the Property in its then condition and proceed with the Closing, in which case Purchaser shall be entitled to an assignment of all of Seller’s rights to any award in connection with such taking. In the event of any such non-material taking, Seller shall not compromise, settle or adjust any claims to such award without Purchaser’s prior written consent. (e) For the purpose of this Section 15, damage to the Improvements or a taking of a portion thereof shall be deemed to involve a material portion thereof if the reasonably estimated cost of restoration or repair of such damage or the amount of the condemnation award with respect of such taking shall exceed One Hundred Thousand and No/100 Dollars ($100,000.00), or if the number of parking spaces is reduced or if the entrances and entrance signs are relocated. (f) Seller agrees to give Purchaser Buyer prompt notice of any taking, damage or destruction of the Land or ImprovementsProperty. (g) The provisions of this Section 15 shall survive the Closing.

LOSS BY FIRE, OTHER CASUALTY OR CONDEMNATION. (a) In the event that If prior to the ClosingClose of Escrow, the ImprovementsFacility, or any part thereof, are is destroyed or materially damaged by fire or other casualty and the cost to repair or restore the Facility is reasonably estimated by Buyer to be in excess of five percent (as defined 5%) of the fair market value of the Facility or for which insurance proceeds shall not be available and the cost to repair or restore the Facility is reasonably estimated by Buyer to be in Section 15(e)excess of Two Hundred Fifty Thousand Dollars ($250,000) or any lesser amount that would release Facility Tenant from its obligation to repair or restore the Facility under the terms of the Facility Lease unless Facility Tenant agrees in writing to repair or restore the Facility under the terms of the Facility Lease despite the rights otherwise granted to it under the Facility Lease (“Material Damage”), Purchaser or is subject to a taking by a public authority that affects or results in the loss of more than ten percent (10%) of the beds at the Facility or materially and adversely affects use of the Facility as a skilled nursing facility (a “Material Taking”), then Buyer shall have the right, exercisable by giving notice to Seller within fifteen (15) business days after receiving written notice of such damage or destructiondestruction or taking (and if necessary, either (ithe Close of Escrow shall be postponed to provide for such 15-day period) to do either of the following: (a) terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder except (other than those obligations that expressly survive the termination of this Agreement) and any indemnification obligations of Purchaser, any money or documents in Escrow shall be returned to the party depositing the same same, except that Buyer and the Xxxxxxx Money Note Seller shall each be returned to Purchaser, responsible for one-half of any title or Escrow cancellation fee; or (iib) to accept the Improvements Property in their its then condition and proceed to close this transaction with an abatement or reduction in the Purchase Price in an amount equal to the estimated cost, as reasonably determined by Buyer, to repair or cure the damage caused by the Material Taking or Material Damage less any insurance proceeds or condemnation award assigned by Seller to and actually received by Buyer at Closing. In the event of a casualty or condemnation that is not Material Damage or a Material Taking, Buyer shall accept the Property in its then condition and proceed with the Closing to close this transaction with an abatement or reduction in the Purchase Price in the amount of the deductible for the applicable insurance coverage, if any, and to receive an assignment of all of Seller’s rights to any insurance proceeds payable by reason of such damage or destructiondestruction or condemnation awards payable by reason of such taking. If Purchaser Buyer elects to proceed under clause (iib) above, Seller shall not compromise, settle or adjust any claims to such proceeds or awards without PurchaserBuyer’s prior written consent. (b) In the event that prior to the Closing there is any non-material damage to the Improvements, or any part thereof, Seller shall repair or replace such damage prior to the Closing. Notwithstanding the preceding sentence, in the event Seller is unwilling or unable to repair or replace such damage, Seller shall notify Purchaser of such fact (“Seller’s Notice”) and Purchaser thereafter shall have the right, exercisable by giving Seller notice within fifteen (15) business days after receiving Seller’s Notice either (i) to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder except any indemnification obligations of Purchaser, any documents shall be returned to the party depositing the same and the Xxxxxxx Money Note shall be returned to Purchaser, or (ii) to accept the Improvements in their then condition with an abatement or reduction in the Purchase Price in the amount of the deductible for the applicable insurance coverage and proceed with the Closing, in which case Purchaser shall be entitled to an assignment of all of Seller’s rights to insurance proceeds payable by reason of such non-material damage. For purposes of contemplating any repairs or replacements under this Section 15(b), the Closing may be extended for a reasonable time to allow such repairs or replacements to be made by Seller. (c) In the event that prior to the Closing, all or any material portion (as defined in Section 15(e)) of the Land and Improvements are subject to a taking by public authority, Purchaser shall have the right, exercisable by giving notice to Seller within fifteen (15) business days after receiving written notice of such taking, either (i) to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder except any indemnification obligations of Purchaser, any documents shall be returned to the party depositing the same and the Xxxxxxx Money Note shall be returned to Purchaser, or (ii) to accept the Land and Improvements in their then condition, without a reduction in the Purchase Price, and to receive an assignment of all of Seller’s rights to any condemnation award payable by reason of such taking. If Purchaser elects to proceed under clause (ii) above, Seller shall not compromise, settle or adjust any claims to such award without Purchaser’s prior written consent. (d) In the event that prior to the Closing, any non-material portion of the Land or Improvements is subject to a taking, Purchaser shall accept the Property in its then condition and proceed with the Closing, in which case Purchaser shall be entitled to an assignment of all of Seller’s rights to any award in connection with such taking. In the event of any such non-material taking, Seller shall not compromise, settle or adjust any claims to such award without Purchaser’s prior written consent. (e) For the purpose of this Section 15, damage to the Improvements or a taking of a portion thereof shall be deemed to involve a material portion thereof if the reasonably estimated cost of restoration or repair of such damage or the amount of the condemnation award with respect of such taking shall exceed One Hundred Thousand and No/100 Dollars ($100,000.00), or if the number of parking spaces is reduced or if the entrances and entrance signs are relocated. (f) Seller agrees to give Purchaser Buyer prompt notice of any taking, damage or destruction of the Land or ImprovementsProperty. (g) The provisions of this Section 15 shall survive the Closing.

LOSS BY FIRE, OTHER CASUALTY OR CONDEMNATION. (a) In the event that prior to the Power/Promotional Center Closing, the ImprovementsProperty, or any part thereof, are is destroyed or materially damaged (as defined in Section 15(e))damaged, Purchaser shall have the right, exercisable by giving notice to Seller within fifteen (15) business days after receiving written notice of such material damage or destruction, either (i) to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder except and any indemnification obligations of Purchaser, any money or documents in escrow shall be returned to the party depositing the same and the Xxxxxxx Money Note shall be returned to Purchaser, or (ii) to accept the Improvements Property in their its then condition and to proceed with the Power/Promotional Center Closing and Community Center/Triangle Closing in accordance with an abatement or reduction in the Purchase Price in the amount terms of the deductible for the applicable insurance coveragethis Agreement, and to receive an assignment of all of Seller’s 's rights to any insurance proceeds payable by reason of such damage or destructiondestruction and the Purchase Price shall be reduced by the amount of Seller's insurance deductible applicable to the Property. If Purchaser elects to proceed under clause (ii) above, Seller shall not compromise, settle or adjust any claims to such proceeds without Purchaser’s 's prior written consent, which shall not be unreasonably withheld, conditioned or delayed. (b) In the event that prior to the Power/Promotional Center Closing there is any non-material damage to the ImprovementsProperty, or any part thereof, which damage Seller shall is unwilling to repair or replace such damage replace, prior to the Closing. Notwithstanding the preceding sentenceapplicable Outside Closing Date, in the event Seller is unwilling or unable to repair or replace such damage, Seller shall notify Purchaser of such fact (“Seller’s Notice”) and Purchaser thereafter shall have the right, exercisable by giving Seller notice within fifteen (15) business days after receiving Seller’s Notice written notice of such damage, either (i) to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder except and any indemnification obligations of Purchaser, any money or documents in Escrow shall be returned to the party depositing the same and the Xxxxxxx Money Note shall be returned to Purchasersame, or (ii) to accept the Improvements Property in their its then condition with an abatement or reduction in the Purchase Price in the amount of the deductible for the applicable insurance coverage and proceed with the Power/Promotional Center Closing and Community Center/Triangle Closing, in which case Purchaser shall be entitled to receive an assignment of all of Seller’s 's rights to any insurance proceeds payable by reason of such non-material damagedamage to the extent not previously applied to repairs or replacements and the Purchase Price shall be reduced by the amount of Seller's insurance deductible for the applicable Property. If Purchaser elects to proceed under clause (ii) above, Seller shall not compromise, settle or adjust any claims to such proceeds without Purchaser's prior written consent, which shall not be unreasonably withheld, conditioned or delayed. For purposes of contemplating completing any repairs or replacements under this Section 15(b)Paragraph, the applicable Closing may be extended for a reasonable time to allow such repairs or replacements to be made by Seller, but in no event more than six (6) months (the "Outside Closing Date"). (c) In the event that after the Power/Promotional Center Closing, there is any damage to or taking of the Community Center/Triangle Property and Seller elects to repair the Community Center/Triangle Property on or before the Outside Closing Date and Seller completes such repair on or before the Outside Closing Date for the Community Center/Triangle Closing, Purchaser shall proceed with the Community Center/Triangle Closing and accept the Community Center/Triangle Property and the Community Center/Triangle Purchase Price shall not be reduced. If after the Power/Promotional Center Closing, there is any damage or taking of the Community Center/Triangle Property and Seller elects not to restore or repair the Community Center/Triangle Property, the Purchaser shall have an election to (i) terminate the Community Center Escrow and receive a refund of the Deposit plus accrued interest less one-half of the Escrow Holder's and Title Company's cancellation fees, or (ii) accept the Community Center/Triangle Property in its then current condition and proceed with the Community Center/Triangle Closing, in which case Purchaser shall be entitled to receive an assignment of Seller's insurance proceeds and the Community Center/Triangle Purchase Price shall be reduced by the amount of Seller's insurance deductible applicable to the Community Center/Triangle Property. (d) In the event that prior to the Power/Promotional Center Closing, all or any material portion (as defined in Section 15(e)) of the Land and Improvements are Property is subject to a taking by public authority, Purchaser shall have the right, exercisable by giving notice to Seller within fifteen (15) business days after receiving written notice of such taking, either (i) to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder except and any indemnification obligations of Purchaser, any money or documents in escrow shall be returned to the party depositing the same and the Xxxxxxx Money Note shall be returned to Purchasersame, or (ii) to accept the Land and Improvements Property in their its then condition, without a reduction in the Purchase Price, and to receive an assignment of all of Seller’s 's rights to any condemnation award payable by reason of such taking. If Purchaser elects to proceed under clause (ii) above, Seller shall not compromise, settle or adjust any claims to such award without Purchaser’s 's prior written consent, which shall not be unreasonably withheld, conditioned or delayed. (de) In the event that prior to the Power/Promotional Center Closing, any non-material portion of the Land or Improvements Property is subject to a taking, Purchaser shall accept the Property in its then condition and proceed with the Power/Promotional Center Closing and Community Center/Triangle Closing, in which case Purchaser shall be entitled to an assignment of all of Seller’s 's rights to any award in connection with such taking. In the event of any such non-material taking, Seller shall not compromise, settle or adjust any claims to such award without Purchaser’s 's prior written consent, which shall not be unreasonably withheld, conditioned or delayed. (ef) For the purpose of this Section 15Article, damage to the Improvements Property or a taking of a portion thereof shall be deemed to involve a material portion thereof if the reasonably estimated cost of restoration or repair of such damage or the amount of the condemnation award with respect of such taking shall exceed One Hundred Thousand and No/100 Dollars ($100,000.00), or if the number of parking spaces is reduced or if the entrances and entrance signs are relocated500,000. (fg) Seller agrees to give Purchaser prompt notice of any taking, damage or destruction of the Land or Improvements. (g) Property. The provisions of this Section 15 Article shall survive the Closing.Power/Promotional Center Closing and Community Center/

LOSS BY FIRE, OTHER CASUALTY OR CONDEMNATION. (a) In the event that prior to the Closing, the Improvements, or any part thereof, are destroyed or materially damaged (as defined in Section 15(e)), Purchaser shall have the right, exercisable by giving notice to Seller within fifteen (15) business days after receiving written notice of such damage or destruction, either (i) to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder except any indemnification obligations of Purchaser, and the Deposit shall be returned to Purchaser and any documents shall be returned to the party depositing the same and the Xxxxxxx Money Note shall be returned to Purchasersame, or (ii) to accept the Improvements in their then condition and to proceed with the Closing with an abatement or reduction in the Purchase Price in the amount of the deductible for the applicable insurance coverage, and to receive an assignment of all of Seller’s rights to any insurance proceeds payable by reason of such damage or destruction. If Purchaser elects to proceed under clause (ii) above, Seller shall not compromise, settle or adjust any claims to such proceeds without Purchaser’s prior written consent. (b) In the event that prior to the Closing there is any non-material damage to the Improvements, or any part thereof, Seller shall repair or replace such damage prior to the Closing. Notwithstanding the preceding sentence, in the event Seller is unwilling or unable to repair or replace such damage, Seller shall notify Purchaser of such fact (“Seller’s Notice”) and Purchaser thereafter shall have the right, exercisable by giving Seller notice within fifteen (15) business days after receiving Seller’s Notice either (i) to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder except any indemnification obligations of Purchaser, and the Deposit shall be returned to Purchaser and any documents shall be returned to the party depositing the same and the Xxxxxxx Money Note shall be returned to Purchasersame, or (ii) to accept the Improvements in their then condition with an abatement or reduction in the Purchase Price in the amount of the deductible for the applicable insurance coverage and proceed with the Closing, in which case Purchaser shall be entitled to an assignment of all of Seller’s rights to insurance proceeds payable by reason of such non-material damage. For purposes of contemplating any repairs or replacements under this Section 15(b), the Closing may be extended for a reasonable time to allow such repairs or replacements to be made by Seller. (c) In the event that prior to the Closing, all or any material portion (as defined in Section 15(e)) of the Land and Improvements are subject to a taking by public authority, Purchaser shall have the right, exercisable by giving notice to Seller within fifteen (15) business days after receiving written notice of such taking, either (i) to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder except any indemnification obligations of Purchaser, Purchaser and the Deposit shall be returned to Purchaser and any documents shall be returned to the party depositing the same and the Xxxxxxx Money Note shall be returned to Purchasersame, or (ii) to accept the Land and Improvements in their then condition, without a reduction in the Purchase Price, and to receive an assignment of all of Seller’s rights to any condemnation award payable by reason of such taking. If Purchaser elects to proceed under clause (ii) above, Seller shall not compromise, settle or adjust any claims to such award without Purchaser’s prior written consent. (d) In the event that prior to the Closing, any non-material portion of the Land or Improvements is subject to a taking, Purchaser shall accept the Property in its then condition and proceed with the Closing, in which case Purchaser shall be entitled to an assignment of all of Seller’s rights to any award in connection with such taking. In the event of any such non-material taking, Seller shall not compromise, settle or adjust any claims to such award without Purchaser’s prior written consent. (e) For the purpose of this Section 15, damage to the Improvements or a taking of a portion thereof shall be deemed to involve a material portion thereof if the reasonably estimated cost of restoration or repair of such damage or the amount of the condemnation award with respect of such taking shall exceed One Hundred Thousand and No/100 Dollars ($100,000.00), or if the number of parking spaces is reduced or if the entrances and entrance signs are relocated. (f) Seller agrees to give Purchaser prompt notice of any taking, damage or destruction of the Land or Improvements. (g) The provisions of this Section 15 shall survive the ClosingClosing subject to the conditions and limitations set forth in this Section 15.