Common use of Loss Due to Casualty Clause in Contracts

Loss Due to Casualty. In the event of a Substantial Loss or damage (defined below) to any of the Acquired Properties or the Improvements by fire or other casualty prior to the Closing Date, Purchaser may, upon written notice to Seller within 10 days of receipt of written notice of such event, terminate this Agreement pursuant to ARTICLE X of this Agreement. In the event that Purchaser does not elect to terminate, then this Agreement shall remain in full force and effect, and the transaction hereby contemplated shall close in accordance with the terms and conditions of this Agreement except that Seller may elect, with the consent of Purchaser, such consent not to be unreasonably withheld, to repair the damaged property or improvement prior to Closing. In the event Seller elects not to repair the property, Seller shall assign to Purchaser at Closing all of Seller's rights and interests in and to any insurance proceeds which have been or are or become payable to Seller as a result of such damage or loss, less reasonable costs and attorneys fees of Seller in connection therewith plus the amount of the deductible delivered to Purchaser in cash. "SUBSTANTIAL LOSS OR DAMAGE" shall mean a loss or damage of 10% or more of the square footage of the Improvements or material damage to a particular Acquired Property or Improvement which results in the loss of the use thereof for a period exceeding six months. In the event of a loss or damage arising prior to the Closing Date that constitutes less than a Substantial Loss or damage by fire or other casualty, Purchaser shall not have the right to terminate this Agreement pursuant to this SECTION 7.12; HOWEVER, Seller shall assign to Purchaser at Closing all of Seller's rights and interests in and to any insurance proceeds which have been or are or become payable to Seller as a result of such damage or loss.

Loss Due to Casualty. In the event of a "Substantial Loss or damage Damage" (defined belowas hereinafter defined) to any of the Acquired Properties or the Improvements Real Property by fire or other casualty prior to the Closing Date(not resulting from acts or omissions of Purchaser), Purchaser mayor Seller, upon written notice to Seller the other given within 10 ten (10) days of receipt of written notice of such event, terminate may cancel this Agreement pursuant to ARTICLE X of in which event this AgreementAgreement shall terminate and neither party shall have any rights or obligations hereunder except for the Surviving Covenants. In the event that Purchaser does not elect neither party elects to terminate, or if the casualty results in less than Substantial Loss or Damage, then this Agreement shall remain in full force and effecteffect and Seller shall be entitled to all insurance proceeds received or collected by reason of such damage or loss, and whereupon the transaction hereby contemplated shall close in accordance with the terms and conditions of this Agreement except that there will be abatement of the Purchase Price equal to the amount of the gross proceeds of insurance, plus Seller's deductible, provided that such abatement will be reduced by the amount expended by Seller may elect(if any) for restoration of the Property following the casualty, with and provided, further, that such abatement will be further reduced by the consent of Purchaser, such consent not to be unreasonably withheldamount that the gross proceeds include any separate award for costs (including preservation costs) and attorneys' fees, to the extent actually incurred by Seller. For purposes of this Section 7.2, "Substantial Loss or Damage" shall mean loss or damage to the parking and/or any portion of the Building the cost for repair of which exceeds Two Million Dollars ($2,000,000.00) of the damaged property or improvement prior to value of the Real Property. Article 8. Maintenance of the Property Between the Effective Date of this Agreement and the Closing. In the event Seller elects not to repair the property, Seller shall assign maintain the Property in good condition and repair, reasonable wear and tear excepted, and shall perform all work required to Purchaser at Closing all be done under the terms of Seller's rights and interests any Lease or agreement relating to the Property, in and to any insurance proceeds which have been accordance with its customary practices in operation of the Property; except that in the event of a fire or are or become payable to Seller as a result of such other casualty, damage or loss, less reasonable costs Seller shall have no duty or obligation to repair said damage except as otherwise provided in Section 7.2 of this Agreement. Until the Closing Date, Seller shall not intentionally cause or intentionally permit any new liens to attach to the Property except (i) the Purchaser Created Liens, or (ii) the lien for taxes not yet due and attorneys fees of Seller in connection therewith plus the amount of the deductible delivered to Purchaser in cash. "SUBSTANTIAL LOSS OR DAMAGE" shall mean a loss payable, or damage of 10% or more of the square footage of the Improvements or material damage to a particular Acquired Property or Improvement which results (iii) other liens in the loss ordinary course of the use thereof for a period exceeding six monthsbusiness. In the event of a loss liens attaching to the Property pursuant to clause (iii) immediately above, Seller agrees to satisfy such liens at or damage arising prior to Closing, provided they do not constitute Purchaser Created Liens. Seller shall not lease any portion of the Closing Date that constitutes less than Real Property or amend or terminate any existing Lease without first obtaining Purchaser's written approval, which approval shall not be unreasonably denied or delayed. Purchaser shall have three (3) days from the date Seller provides Purchaser with the business terms of a Substantial Loss new lease, or damage modification or termination of any existing Lease, together with any information reasonably requested by fire Purchaser regarding such matter, to approve such lease, modification or other casualtytermination. If Purchaser fails to respond within said time period, Purchaser shall not be deemed to have the right to terminate this Agreement pursuant to this SECTION 7.12; HOWEVERapproved such lease, Seller shall assign to Purchaser at Closing all of Seller's rights and interests in and to any insurance proceeds which have been modification or are or become payable to Seller termination, as a result of such damage or lossapplicable. Article 9.

Loss Due to Casualty. In the event of a Substantial Loss LOss or damage Damage (defined below) to any of the Acquired Properties or the Improvements by fire or other casualty prior to the Closing Date, Purchaser may, upon written notice to Seller within 10 days of receipt of written notice of such event, terminate this Agreement pursuant to ARTICLE X of this Agreement. In the event that Purchaser does not elect to terminate, then this Agreement shall remain in full force and effect, and the transaction hereby contemplated shall close in accordance with the terms and conditions of this Agreement except that Seller may elect, with the consent of Purchaser, such consent not to be unreasonably withheld, to repair the damaged property or improvement prior to Closing. In the event Seller elects not to repair the property, Seller shall assign to Purchaser at Closing all of Seller's rights and interests in and to any insurance proceeds which have been or are or become payable to Seller as a result of such damage or loss, less reasonable costs and attorneys fees of Seller in connection therewith plus the amount of the deductible delivered to Purchaser in cash. "SUBSTANTIAL LOSS OR DAMAGE" shall mean a loss or damage of 1025% or more of the square footage of the Improvements Improvement or material damage to a particular Acquired Property or Improvement which results in the loss of the use thereof for a period exceeding six three months. In the event of a loss or damage arising prior to the Closing Date that constitutes less than a Substantial Loss or damage Damage by fire or other casualty, Purchaser shall not have the right to terminate this Agreement pursuant to this SECTION 7.127.11; HOWEVER, Seller shall assign to Purchaser at Closing all of Seller's rights and interests in and to any insurance proceeds which have been or are or become payable to Seller as a result of such damage or lossloss except such proceeds as may have been used or committed to repair such loss or damage.

Loss Due to Casualty. In the event of a Substantial Loss or damage Damage (defined belowas hereinafter defined) to any of the Acquired Properties or the Improvements Real Property by fire or other casualty prior to the Closing Date(not resulting from acts of Purchaser), Purchaser may, upon written notice to Seller given within 10 ten (10) days of receipt of written notice of such event, terminate cancel this Agreement pursuant in which event Seller shall instruct the Escrow Holder to ARTICLE X return the Deposit to Purchaser, less one-half of any escrow fee charged by the Escrow Holder, and this AgreementAgreement shall terminate and neither party shall have any rights or obligations hereunder except for the Surviving Covenants. In the event that Purchaser does not elect neither party elects to terminate, then or if the casualty results in less than Substantial Loss or Damage, then: (i) this Agreement shall remain in full force and effecteffect and Seller shall be entitled to all insurance proceeds received or collected by reason of such damage or loss, and whereupon the transaction hereby contemplated shall close in accordance with the terms and conditions of this Agreement except that Seller may electthere will be abatement of the Purchase Price equal to the amount of the net proceeds, with the consent of Purchaser, such consent not to be unreasonably withheld, to repair the damaged property or improvement prior to Closing. In the event Seller elects not to repair the property, Seller shall assign to Purchaser at Closing all of plus Seller's rights deductible, costs and interests in and to any insurance proceeds which have been or attorney's fees that are or become payable to received by Seller as a result of such damage or loss, less reasonable costs and attorneys fees of provided that such abatement will be reduced by the amount expended by Seller in connection therewith plus the amount accordance with Article VIII hereof for restoration or preservation of the deductible delivered Property following the casualty, or (ii) Seller may, in its discretion, elect to Purchaser repair or replace the damaged Property, the date of Closing shall be extended accordingly for up to, but not to exceed, an additional three (3) months, and there shall be no abatement of the Purchase Price in cashsuch case. For purposes of this Section 7.2, "SUBSTANTIAL LOSS OR DAMAGESubstantial Loss or Damage" shall mean a loss or damage damage, the cost for repair of 10% which exceeds $1,000,000 or more of the square footage of the Improvements or material damage to a particular Acquired Property or Improvement which results in the loss of the use thereof for a period exceeding six months. In the event of a loss or damage arising prior to the Closing Date that constitutes less than a Substantial Loss or damage by fire or other casualty, Purchaser shall not have the right permits Boscov's to terminate this Agreement pursuant to this SECTION 7.12; HOWEVER, Seller shall assign to Purchaser at Closing all of Seller's rights and interests in and to any insurance proceeds which have been or are or become payable to Seller as a result of such damage or lossits lease.

Loss Due to Casualty. In the event of a Substantial Loss or damage Damage (defined belowas hereinafter defined) to any of the Acquired Properties or the Land and Improvements by fire or other casualty prior to the Closing Datecasualty, Purchaser mayPurchaser, upon written notice to Seller given within 10 ten (10) days of receipt of written notice of such event, terminate may cancel this Agreement pursuant in which event the Escrow Holder at Purchaser's request shall return the Deposit plus all interest earned thereon to ARTICLE X of Purchaser and this AgreementAgreement shall terminate and neither party shall have any rights or obligations hereunder except for the Surviving Covenants. In the event that Purchaser does elects not elect to terminate, or if the casualty results in less than Substantial Loss or Damage, then this Agreement shall remain in full force force, the Purchase Price shall be reduced by the amount of any deductible or co-payment amount under the related insurance policy, Purchaser shall be entitled to an assignment of all of the proceeds of Seller's fire or other casualty insurance and effectSeller shall have no obligation to repair or restore the Land or Improvements. Notwithstanding the foregoing, Seller shall be entitled to receive or retain (i) out of such casualty insurance proceeds, any reasonable amounts expended by Seller to restore or protect the Mall and (ii) in the case of rental or business interruption proceeds allocable to periods prior to the Adjustment Point (apportioned consistent with Article VI), loss of rents by reason of the fire or other casualty suffered by Seller prior to the closing, which entitlement shall survive the Closing. At the time of any assignment of insurance proceeds in accordance with this Section, Seller shall notify Purchaser of any disputes between Seller and the insurance carrier related to the claim giving rise to such proceeds. Seller will reasonably cooperate with Purchaser in attempting to collect such proceeds from the insurance carrier and if, in the reasonable judgment of Purchaser, a collection action is necessary to obtain such proceeds, the reasonable costs of such collection action will be paid by Seller. For purposes of this Section 7.02, "Substantial Loss or Damage" shall mean loss or damage to the Property the cost for repair of which exceeds One Million Dollars ($1,000,000) of the value of the Property. ARTICLE VIII Maintenance of the Property Between October 28, 1997 and the Closing, Seller shall operate and maintain the Property (or caused the Property to be operated and maintained) in the ordinary course of business and consistent with past procedures and practices heretofore followed in connection with the operation and maintenance of the Property. Between October 28, 1997 and the Closing, Seller shall not intentionally cause any lien or other encumbrances to attach to the Property, other then the lien for taxes not yet due and payable or any liens which Seller is contesting in good faith (provided that all liens are released of record or are adequately insured by Closing), and Seller shall not (i) lease any portion of the transaction hereby contemplated shall close Property, (ii) terminate any Lease, (iii) amend any Major Lease in any manner or amend any other Lease if the effect thereof would be to reduce the Rent payable thereunder, increase landlord's obligations in any material respect, give rise to an obligation by Purchaser to pay any amounts in accordance with the last paragraph of this Article or alter the use of the premises by the Tenant or (iv) terminate any Operating Agreement or any Lease without first obtaining Purchaser's written approval, which approval shall not be unreasonably denied or delayed. Purchaser shall have ten (10) days from the date Seller provides Purchaser with written notice of the business terms of the new lease, or modification or termination of any existing lease, together with any information reasonably requested by Purchaser regarding such tenant, to approve or reject such lease, modification or termination. If Purchaser fails to respond within said time period, it shall be deemed to approve said lease, modification or termination, as applicable. Seller hereby agrees that it will be solely responsible for paying all tenant improvement costs and conditions leasing commissions incurred in connection with any Lease entered into prior to October 28, 1997, whether such costs or commissions are due and payable prior to or after the Closing Date whether or not conditional as of the Closing Date upon subsequent extension or renewal and Purchaser hereby agrees that it will be solely responsible for paying all tenant improvement costs and leasing commissions incurred in connection with any Leases entered into on or subsequent to October 28, 1997, whether such costs or commissions are due and payable prior to or after the Closing Date. The obligations of Seller under this Article VIII shall be Surviving Covenants. ARTICLE IX Broker Seller and Purchaser each represent to the other that it has dealt with no agent or broker who in any way has participated as a procuring cause of the sale of the Property. Each party agrees to defend, indemnify and hold harmless the other party for any and all judgments, costs of suit, attorneys' fees, and other reasonable expenses which the other may incur by reason of any action or claim against such party or the Property by any broker, agent, or finder with whom the indemnifying party has dealt arising out of this Agreement except that Seller may elect, with the consent of Purchaser, such consent not to be unreasonably withheld, to repair the damaged property or improvement prior to Closing. In the event Seller elects not to repair the property, Seller shall assign to Purchaser at Closing all of Seller's rights and interests in and to any insurance proceeds which have been or are or become payable to Seller as a result of such damage or loss, less reasonable costs and attorneys fees of Seller in connection therewith plus the amount subsequent sale of the deductible delivered to Purchaser in cashProperty. "SUBSTANTIAL LOSS OR DAMAGE" The provisions of this Article IX shall mean a loss or damage of 10% or more of the square footage of the Improvements or material damage to a particular Acquired Property or Improvement which results in the loss of the use thereof for a period exceeding six months. In the event of a loss or damage arising prior to be Surviving Covenants hereunder and shall survive the Closing Date that constitutes less than a Substantial Loss or damage by fire or other casualty, Purchaser shall not have the right to terminate and any termination of this Agreement pursuant to this SECTION 7.12; HOWEVER, Seller shall assign to Purchaser at Closing all of Seller's rights and interests in and to any insurance proceeds which have been or are or become payable to Seller as a result of such damage or loss.Agreement. ARTICLE X

Loss Due to Casualty. In the event of a Substantial Loss or damage (defined below) Damage to any of the Acquired Properties or the Improvements by fire or other casualty prior to (not resulting from negligent act of Buyer) which fire or casualty shall have occurred after the Closing Datedate of this Agreement, Purchaser either party may, upon written notice to Seller the other party given within 10 ten (10) days of receipt of written notice of such event, terminate cancel this Agreement pursuant in which event Seller shall instruct the Escrow Agent to ARTICLE X of return the Deposit to Buyer and this AgreementAgreement shall terminate and neither party shall have any rights or obligations hereunder except for the Surviving Covenants. In the event that Purchaser does not elect neither party elects to terminate, or if the casualty results in less than Substantial Loss or Damage, then this Agreement shall remain in full force and effecteffect and Seller shall be entitled to all insurance proceeds received or collected by reason of such damage or loss, and whereupon the transaction hereby contemplated shall close in accordance with the terms and conditions of this Agreement except that Seller may elect, with there will be an abatement of the consent Purchase Price equal to the amount of Purchaser, such consent not to be unreasonably withheld, to repair the damaged property or improvement prior to Closing. In the event Seller elects not to repair the property, Seller shall assign to Purchaser at Closing all of Seller's rights net proceeds (including reductions for costs and interests in and to any insurance proceeds attorney’s fees) which have been or are or become payable to received by Seller as a result of such damage or loss, less reasonable costs and attorneys fees of provided that such abatement will be reduced by the amount expended by Seller in connection therewith plus the amount accordance with Article VIII hereof for restoration or preservation of the deductible delivered Property following the casualty. Alternatively, Buyer may, in its discretion, have Seller repair or replace the damaged Property, and there shall be no abatement of the Purchase Price in such case. However, Buyer shall not be entitled to Purchaser in cashrequire Seller to effect repair or replacement unless the loss is entirely covered by insurance (except for any applicable deductible) and the time necessary to complete the repair or replacement is estimated not to extend beyond the Outside Closing Date. "SUBSTANTIAL LOSS OR DAMAGE" For purposes of this Section 7.2, “Substantial Loss or Damage” shall mean a loss or damage damage, the cost for repair of which equals ten percent (10% %) or more of the square footage of the Improvements or material damage to a particular Acquired Property or Improvement which results in the loss of the use thereof for a period exceeding six months. In the event of a loss or damage arising prior to the Closing Date that constitutes less than a Substantial Loss or damage by fire or other casualty, Purchaser shall not have the right to terminate this Agreement pursuant to this SECTION 7.12; HOWEVER, Seller shall assign to Purchaser at Closing all of Seller's rights and interests in and to any insurance proceeds which have been or are or become payable to Seller as a result of such damage or lossPurchase Price.

Loss Due to Casualty. In the event of a Substantial Loss or damage Damage (defined below) to any of the Acquired Business Properties or the Improvements by fire or other casualty prior to the Closing Date, Purchaser may, upon written notice to Seller within 10 ten (10) days of receipt of written notice of such event, terminate this Agreement pursuant to ARTICLE X of this Agreement. In the event that Purchaser does not elect to terminate, then this Agreement shall remain in full force and effect, and the transaction hereby contemplated shall close in accordance with the terms and conditions of this Agreement except that Seller may elect, with the consent of Purchaser, such consent not to be unreasonably withheld, to repair the damaged property or improvement prior to Closing. In the event Seller elects not to repair the property, Seller shall assign to Purchaser at Closing all of Seller's rights and interests in and to any insurance proceeds which have been or are or become payable to Seller as a result of such damage or loss, less reasonable costs and attorneys fees of Seller in connection therewith plus the amount of the deductible delivered to Purchaser in cashtherewith. "SUBSTANTIAL LOSS OR DAMAGE" shall mean a loss or damage of 1020% or more of the square footage of the Improvements or material damage to a particular Acquired Property or Improvement which results in the loss any of the use thereof for a period exceeding six monthsBusiness Properties. In the event of a loss or damage arising prior to the Closing Date that constitutes less than a Substantial Loss or damage Damage by fire or other casualty, Purchaser shall not have the right to terminate this Agreement pursuant to this SECTION 7.12; HOWEVER, Seller shall assign to Purchaser at Closing all of Seller's rights and interests in and to any insurance proceeds which have been or are or become payable to Seller as a result of such damage or loss.

Loss Due to Casualty. In the event of a Substantial Loss or damage Damage (defined below) to any of the Acquired Properties or the Improvements Acquisition Assets by fire or other casualty prior to the Closing Date, Purchaser may, upon written notice to Seller within 10 days of receipt of written notice of such event, terminate this Agreement pursuant to ARTICLE X of this Agreement. In the event that Purchaser does not elect to terminate, then this Agreement shall remain in full force and effect, and the transaction hereby contemplated shall close in accordance with the terms and conditions of this Agreement Agreement, except that Seller may elect, with the consent of Purchaser, such consent not to be unreasonably withheld, elect either to repair the damaged property or improvement prior to Closing. In the event Seller elects not to repair the property, Seller shall assign to Purchaser at Closing all of Seller's rights and interests interest in and to any insurance proceeds which have been or are or become payable to Seller as a result of such damage or loss, less reasonable costs and attorneys fees of Seller in connection therewith plus the amount of the deductible delivered to Purchaser in cash. "SUBSTANTIAL LOSS OR DAMAGE" shall mean a loss or material damage of 1025% or more of the square footage of the Improvements Acquisition Assets or material damage to a particular Acquired Property or Improvement the Acquisition Assets which results in the loss of the use thereof for a period exceeding six three months. In the event of a loss or damage arising prior to the Closing Date that constitutes less than a Substantial Loss or damage Damage by fire or other casualty, Purchaser shall not have the right to terminate this Agreement pursuant to this SECTION 7.127.9; HOWEVER, Seller shall assign to Purchaser at Closing all of Seller's rights and interests in and to any insurance proceeds which have been or are or become payable to Seller as a result of such damage or loss.

Loss Due to Casualty. In the event of a Substantial Loss or damage (defined below) Damage to any of the Acquired Properties or the Improvements Real Property by fire or other casualty prior to the Closing Datecasualty, Purchaser either party may, upon written notice to Seller the other party given within 10 days of receipt of written notice of such event, terminate cancel this Agreement pursuant in which event Seller shall instruct the Title Company to ARTICLE X of return the Deposit to Purchaser and this AgreementAgreement shall terminate and neither party shall have any rights or obligations hereunder except for the Surviving Covenants. In the event that Purchaser does not elect neither party elects to terminate, then this Agreement shall remain in full force and effect, and the transaction hereby contemplated shall close in accordance with the terms and conditions of this Agreement except that Seller may elect, with the consent of Purchaser, such consent not to be unreasonably withheld, to repair the damaged property or improvement prior to Closing. In the event Seller elects not to repair the property, Seller shall assign to Purchaser at Closing its rights to all of Seller's rights and interests in and to any insurance proceeds which have been or are or become payable to Seller as a result by reason of such damage or loss, less reasonable costs and attorneys fees there will be an abatement of Seller in connection therewith plus the Purchase Price equal to the amount of any loss not covered by insurance, including without limitation the deductible delivered to Purchaser amount of any deductible, provided that such abatement will be reduced by the amount expended by Seller in cash. "SUBSTANTIAL LOSS OR DAMAGE" shall mean a loss accordance with Article VIII hereof for restoration or damage of 10% or more preservation of the square footage of Property following the Improvements or material damage to a particular Acquired Property or Improvement which results in the loss of the use thereof for a period exceeding six monthscasualty. In the event of a loss or damage arising prior to that the Closing Date that constitutes casualty results in less than a Substantial Loss or Damage and the repair or replacement will take no more than sixty (60) days to complete, Seller shall repair or replace the damaged Property, and there shall be no abatement of the Purchase Price in such case. In the event that the casualty results in less than Substantial Loss or Damage and the repair or replacement will take more than sixty (60) days to complete, the transaction hereby contemplated shall close in accordance with the terms and conditions of this Agreement except that Seller shall assign to Purchaser its rights to all insurance proceeds by reason of such damage or loss, and there will be an abatement of the Purchase Price equal to the amount of any loss not covered by insurance, including without limitation the amount of any deductible, provided that such abatement will be reduced by the amount expended by Seller in accordance with Article VIII hereof for restoration or preservation of the Property following the casualty. In no event shall the date of Closing be extended beyond sixty (60) days pursuant to this Section 7.2. For purposes of this Section 7.2, "Substantial Loss or Damage" shall mean loss or damage, the cost for repair of which exceeds $500,000. Maintenance of the Property Between the time of execution of this Agreement and the Closing, Seller shall maintain the Property in good repair, reasonable wear and tear excepted, shall perform all work required to be done under the terms of any lease or agreement relating to the Property, and shall timely make all repairs, maintenance and replacements of equipment or improvements, the same as though Seller were retaining the Property; except that in the event of a fire or other casualty, Purchaser shall not have the right to terminate this Agreement pursuant to this SECTION 7.12; HOWEVERdamage or loss, Seller shall assign have no duty to repair said damage. However, Seller may repair any such damage with Purchaser's prior, written approval and may, without Purchaser's approval, repair damage where such repair is necessary in Seller's reasonable opinion to preserve and protect the health and safety of tenants of the Property or to preserve the Property from imminent risk of further damage or if required to do so by Seller's insurance carrier. Any such emergency repairs shall be reported to Purchaser at within 48 hours of their completion. During the period prior to the Closing all and after the latest to occur of (i) the last day of the Feasibility Period, or (ii) the date on which the title contingency in Section 6.5 is satisfied, Seller shall not lease any portion of the Real Property unless such lease has been approved in writing by Purchaser. Any such proposed lease shall be on Seller's rights standard form of lease and interests in shall be reviewed and approved or rejected within five (5) business days after receipt thereof by Purchaser. Failure to approve or reject such proposed lease within such period shall be deemed approval. If the proposed lease is rejected, then Seller shall not enter into such lease. With respect to any insurance proceeds leases entered into between the Effective Date hereof and the Closing Date, Purchaser shall pay the unamortized cost (based on the number of months in the entire term of the lease for which have been or are or become payable to Seller as a result rent is paid and the number of such damage or lossmonths that shall have occurred as of the date of the Closing) of all tenant improvements and leasing commissions with respect thereto. Article IX.

Loss Due to Casualty. In the event of a Substantial Loss or damage Damage (defined below) to any of the Acquired Properties or the Improvements by fire or other casualty prior to the Closing Date, Purchaser may, upon written notice to Seller Sellers within 10 days of receipt of written notice of such event, terminate this Agreement pursuant to ARTICLE X 10 of this Agreement. In the event that Purchaser does not elect to terminate, then this Agreement shall remain in full force and effect, and the transaction hereby contemplated shall close in accordance with the terms and conditions of this Agreement except that Seller Sellers may elect, with the consent of Purchaser, such consent not to be unreasonably withheld, to repair the damaged property or improvement prior to Closing. In the event Seller elects Sellers elect not to repair the property, Seller Sellers and the Shareholder shall assign to Purchaser at Closing all of SellerSellers' and the Shareholder's rights and interests in and to any insurance proceeds which have been or are or become payable to Seller Sellers and the Shareholder as a result of such damage or loss, less reasonable costs and attorneys fees of Seller Sellers and Shareholder in connection therewith plus the amount of the deductible delivered to Purchaser in cash. "SUBSTANTIAL LOSS OR DAMAGE" shall mean a loss or damage of 10% or more of the square footage of the Improvements or material damage to a particular Acquired Property or Improvement which results in the loss of the use thereof for a period exceeding six months. In the event of a loss or damage arising prior to the Closing Date that constitutes less than a Substantial Loss or damage Damage by fire or other casualty, Purchaser shall not have the right to terminate this Agreement pursuant to this SECTION 7.127.11; HOWEVER, Seller Sellers and Shareholder shall assign to Purchaser at Closing all of SellerSellers' and Shareholder's rights and interests in and to any insurance proceeds which have been or are or become payable to Seller Sellers or the Shareholder as a result of such damage or loss.

Loss Due to Casualty. In the event of a Substantial Loss or damage Damage (defined belowas hereinafter defined) to any of the Acquired Properties or the Improvements Project by fire or other casualty prior to the Closing Datecasualty, Purchaser mayPurchaser, upon written notice to Seller Sellers given within 10 thirty (30) days of receipt of written notice of such event, terminate may cancel this Agreement pursuant in which event the Escrow Holder at Purchaser's request shall return the Deposit (including all interest earned thereon) to ARTICLE X of Purchaser and this AgreementAgreement shall terminate and no party shall have any rights or obligations hereunder except for the Surviving Covenants. In the event that Purchaser does elects not elect to terminate, or if the casualty results in less than Substantial Loss or Damage, then this Agreement shall remain in full force and effectforce, and the transaction hereby contemplated Purchase Price shall close in accordance with the terms and conditions of this Agreement except that Seller may elect, with the consent of Purchaser, such consent not to be unreasonably withheld, to repair the damaged property or improvement prior to Closing. In the event Seller elects not to repair the property, Seller shall assign to Purchaser at Closing all of Seller's rights and interests in and to any insurance proceeds which have been or are or become payable to Seller as a result of such damage or loss, less reasonable costs and attorneys fees of Seller in connection therewith plus reduced by the amount of any deductible or co-payment amount under the deductible delivered related insurance policy or the amount of any uninsured Loss (but the reduction on account of any uninsured Loss shall not exceed $5,000,000), Purchaser shall be entitled to Purchaser an assignment of all of the proceeds of Sellers' fire or other casualty insurance and Sellers shall have no obligation to repair or restore the Project. Notwithstanding the foregoing, Sellers shall be entitled to receive or retain (i) out of such casualty insurance proceeds, any reasonable amounts expended by Sellers to restore or protect the Project and (ii) in cashthe case of rental or business interruption proceeds allocable to periods prior to the Adjustment Point (apportioned consistent with Article VI), loss of rents by reason of the fire or other casualty suffered by Sellers prior to the closing, which entitlement shall survive the Closing. For purposes of this Section 7.02 "SUBSTANTIAL LOSS OR DAMAGESubstantial Loss or Damage" shall mean a loss or damage to the Project the cost for repair of 10% or more which exceeds $5,000,000 of the square footage value of the Improvements or material damage to a particular Acquired Property or Improvement which results in the loss of the use thereof for a period exceeding six months. In the event of a loss or damage arising prior to the Closing Date that constitutes less than a Substantial Loss or damage by fire or other casualty, Purchaser shall not have the right to terminate this Agreement pursuant to this SECTION 7.12; HOWEVER, Seller shall assign to Purchaser at Closing all of Seller's rights and interests in and to any insurance proceeds which have been or are or become payable to Seller as a result of such damage or lossProject.