Common use of Major Loss Clause in Contracts

Major Loss. In the event of a Major Loss, Buyer may, at its option to be exercised by written notice to Seller within twenty (20) days of Seller’s notice to Buyer of the occurrence thereof, elect to either (i) terminate this Agreement, in its entirety, as to all Properties, or (ii) consummate the acquisition of the Properties for the full Consideration, subject to the following. If Buyer elects to proceed with the acquisition of the Properties, then the Closing shall be postponed to the later of the Closing Date or the date which is ten (10) Business Days after Buyer makes such election and, upon the Closing, Buyer shall be given a credit against the Consideration equal to the amount of any insurance proceeds or condemnation awards collected by Seller as a result of such Major Loss, plus the amount of any insurance deductible. If the proceeds or awards have not been collected as of the Closing, then Seller’s right, title and interest to such proceeds or awards shall be assigned to Buyer, and Seller will cooperate with Buyer as reasonably requested by Buyer in the collection of such proceeds or award. If Buyer fails to give Seller notice within such 20-day period, then Buyer will be deemed to have elected to terminate this Agreement. If the Agreement is not terminated, Buyer shall be responsible for performance by Buyer as “landlord” under the Leases, including any repair obligations of landlord, and nothing herein shall limit Buyer’s repair obligations or other obligations under the Leases notwithstanding the fact that the event giving rise to such obligations first occurred prior to the Closing, and notwithstanding anything in any Transaction Document to the contrary.

Major Loss. In the event of a Major Loss, Buyer may, at its option to be exercised by written notice to Seller within twenty (20) days of Seller’s notice to Buyer of the occurrence thereof, elect to either (i) terminate this Agreement, in its entirety, as to all Properties, or (ii) consummate the acquisition of the Properties Property for the full Consideration, subject to the following. If Buyer elects to proceed with the acquisition of the PropertiesProperty, then the Closing shall be postponed if necessary, to occur on the later of the then-scheduled Closing Date or the date which is ten (10) Business Days after Buyer makes such election and, upon the Closing, Buyer shall be given a credit against the Consideration equal to the amount of any insurance proceeds or condemnation awards collected by Seller as a result of such Major Loss, plus the amount of any insurance deductible. If the proceeds or awards have not been collected as of the Closing, then Seller’s right, title and interest to such proceeds or awards shall be assigned to Buyer, and Seller will cooperate with Buyer as reasonably requested by Buyer in the collection of such proceeds or award. If Buyer fails to give Seller notice within such twenty (20-) day period, then Buyer will be deemed to have elected to terminate this Agreement. If the Agreement is not terminatedterminated under this Section or otherwise as permitted under this Agreement, Buyer shall be responsible for performance by Buyer as “landlord” under the Leases, including any repair obligations of landlord, and nothing herein shall limit Buyer’s repair obligations or other obligations under the Leases notwithstanding the fact that the event giving rise to such obligations first occurred prior to the Closing, and notwithstanding anything in any Transaction Document to the contraryLeases.

Major Loss. In the event of a Major Loss, Buyer may, at its option to be exercised by written notice to Seller within twenty (20) days of Seller’s notice to Buyer of the occurrence thereof, elect to either (i) terminate this Agreement, in its entirety, Agreement as to all Propertiesthe damaged or condemned Property (in which event the Consideration payable hereunder shall be reduced by the fair market value or previously agreed Consideration allocable to such Property, or (ii) consummate the acquisition of the Properties Property for the full Consideration, subject to the following. If Buyer elects to proceed with the acquisition of the PropertiesProperty, then the Closing shall be postponed to the later of the Closing Date or the date which is ten five (105) Business Days days after Buyer makes such election and, upon the Closing, Buyer shall be given a credit against the Consideration equal to the amount of any insurance proceeds or condemnation awards collected by Seller as a result of such Major Loss, plus the amount of any insurance deductible. If the proceeds or awards have not been collected as of the Closing, then Seller’s right, title and interest to such proceeds or awards shall be assigned to Buyer, and Seller will cooperate with Buyer as reasonably requested by Buyer in the collection of such proceeds or award. If Buyer fails to give Seller notice within such 20-day period, then Buyer will be deemed to have elected to terminate this AgreementAgreement as to the damaged or condemned Property. If the Agreement is not terminated, Buyer shall be responsible for performance by Buyer as “landlord” under the Leases, including any repair obligations of landlord, and nothing herein shall limit any of the Buyer’s repair obligations or other obligations under the Leases notwithstanding the fact that the event giving rise to such obligations first occurred prior to the Closing, and notwithstanding anything in any Transaction Document to the contraryLeases.

Major Loss. In the event of a Major Loss, Buyer may, at its option to be exercised by written notice to Seller within twenty (20) days of Seller’s notice to Buyer of the occurrence thereof, elect to either (i) terminate this Agreement, in its entirety, as to all Properties, or (ii) consummate the acquisition of the Properties Property for the full Consideration, subject to the following. If Buyer elects to proceed with the acquisition of the PropertiesProperty, then the Closing shall be postponed if necessary, to occur on the later of the then-scheduled Closing Date or the date which is ten (10) Business Days after Buyer makes such election and, upon the Closing, Buyer shall be given a credit against the Consideration equal to the amount of any insurance proceeds or condemnation awards collected by Seller as a result of such Major LossLoss (net of any amounts applied to restoration and reasonable expenses incurred by Seller in collecting such proceeds or awards), plus the amount of any insurance deductible. If the proceeds or awards have not been collected as of the Closing, then Seller’s right, title and interest to such proceeds or awards shall be assigned to Buyer, and Seller will cooperate with Buyer as reasonably requested by Buyer in the collection of such proceeds or award. If Buyer fails to give Seller notice within such 20-day twenty (20)-day period, then Buyer will be deemed to have elected to terminate this Agreement. If the Agreement is not terminated, Buyer shall be responsible for performance by Buyer as “landlord” under the Leases, including any repair obligations of landlord, and nothing herein shall limit Buyer’s repair obligations or other obligations under the Leases notwithstanding the fact that the event giving rise to such obligations first occurred prior to the Closing, and notwithstanding anything in any Transaction Document to the contraryLeases.

Major Loss. In If the event amount of a Major Lossthe damage or destruction or condemnation as specified above exceeds Five Hundred Thousand Dollars ($500,000), then Buyer may, at its option to be exercised by written notice to Seller within twenty five (205) days of Seller’s 's notice to Buyer of the occurrence thereofof the damage or destruction or the commencement of condemnation proceedings, elect to either (i) terminate this Agreement, in its entirety, as to all Properties, Agreement or (ii) consummate the acquisition of the Properties purchase for the full ConsiderationPurchase Price as required by the terms hereof. If Buyer elects to terminate this Agreement or fails to give Seller notice within such five (5) day period that Buyer will proceed with the purchase, subject then the Deposit shall be returned to Buyer, the followingNonrefundable Payment shall be retained by Seller, and neither party shall have any further rights or obligations hereunder except as provided in Sections 6.1, 9.3 and 9.9 below. If Buyer elects to proceed with the acquisition of the Propertiespurchase, then the Closing shall be postponed to the later of the Closing Date or the date which is ten (10) Business Days after Buyer makes such election and, upon the Closing, Buyer there shall be given a credit against the Consideration Purchase Price due hereunder equal to the amount of any insurance proceeds or condemnation awards collected by Seller as a result of any such Major Lossdamage or destruction or condemnation, plus the amount of any insurance deductible, less any sums expended by Seller toward the restoration or repair of the Property. If the proceeds or awards have not been collected as of the Closing, then Seller’s right, title and interest to such proceeds or awards shall be assigned to Buyer, except to the extent needed to reimburse Seller for sums expended to repair or restore the Property, and Seller will cooperate with Buyer as reasonably requested by Buyer in shall retain the collection of rights to such proceeds or award. If Buyer fails to give Seller notice within such 20-day period, then Buyer will be deemed to have elected to terminate this Agreement. If the Agreement is not terminated, Buyer shall be responsible for performance by Buyer as “landlord” under the Leases, including any repair obligations of landlord, and nothing herein shall limit Buyer’s repair obligations or other obligations under the Leases notwithstanding the fact that the event giving rise to such obligations first occurred prior to the Closing, and notwithstanding anything in any Transaction Document to the contraryawards.

Major Loss. In the event of a Major Loss, Buyer may, at its option to be exercised by written notice to Seller within twenty (20) days of Seller’s notice to Buyer of the occurrence thereof, elect to either (i) terminate this Agreement, in its entirety, as to all Properties, or (ii) consummate the acquisition of the Properties Property for the full Consideration, subject to the following. If Buyer elects to proceed with the acquisition of the PropertiesProperty, then the Closing shall be postponed if necessary, to occur on the later of the then-scheduled Closing Date or the date which is ten (10) Business Days after Buyer makes such election and, upon the Closing, Buyer shall be given a credit against the Consideration equal to the amount of any insurance proceeds or condemnation awards collected by Seller as a result of such Major Loss, plus the amount of any insurance deductible. If the proceeds or awards have not been collected as of the Closing, then Seller’s right, title and interest to such proceeds or awards shall be assigned to Buyer, and Seller will cooperate with Buyer as reasonably requested by Buyer in the collection of such proceeds or award. If Buyer fails to give Seller notice within such twenty (20-) day period, then Buyer will be deemed to have elected to terminate this Agreement. If the Agreement is not terminatedterminated under this Section or otherwise as permitted under this Agreement, Buyer shall be responsible for performance by Buyer as “landlord” under the Leases, including any repair obligations of landlord, and nothing herein shall limit Buyer’s repair obligations or other obligations under the Leases notwithstanding the fact that the event giving rise to such obligations first occurred prior to the Closing, Leases. Purchase and notwithstanding anything in any Transaction Document to the contrary.Sale Agreement

Major Loss. In the event of a Major Loss, Buyer may, at its option to be exercised by written notice to Seller within twenty (20) days of Seller’s notice to Buyer of the occurrence thereof, elect to either (i) terminate this Agreement, in its entirety, as to all Properties, Agreement or (ii) consummate the acquisition transactions contemplated hereby, without restoration of the Properties for the full ConsiderationReal Property by Seller, subject to the following. If Buyer elects to proceed with the acquisition of the Propertiesproceed, then the Closing shall be postponed to the later of the Closing Date or the date which is ten five (105) Business Days days after Buyer makes such election and, upon the Closing, Buyer shall be given a credit against the Consideration Property Purchase Price equal to the amount of any insurance proceeds or condemnation awards collected by Seller as a result of such Major Loss, plus the amount of any insurance deductible. If the proceeds or awards have not been collected as of the Closing, then provided the insurance carrier has acknowledged its obligation to pay on the loss (in the event of any damage), Seller’s right, title and interest to such proceeds or awards shall be assigned to BuyerBuyer (in the amount of the insurance carrier’s acknowledgment in the event of any damage), Buyer shall receive a credit against the Property Purchase Price due at Closing in the amount of any insurance deductible (in the event of any damage), and Seller will cooperate with Buyer as reasonably requested by Buyer in the collection of such proceeds or award. If Buyer fails to give Seller notice within such 20-day period, then Buyer will be deemed to have elected to terminate this Agreement. If the Agreement is not terminated, Buyer shall be responsible for performance by Buyer as “landlord” under the Leases, including any repair obligations of landlord, and nothing herein shall limit Buyer’s repair obligations or other obligations under the Leases notwithstanding the fact that the event giving rise to such obligations first occurred prior to the Closing, and notwithstanding anything in any Transaction Document to the contrary.

Major Loss. In the event of a Major Loss, Buyer may, at its option to be exercised by written notice to Seller within twenty (20) days of Seller’s notice to Buyer of the occurrence thereof, elect to either (i) terminate this Agreement, in its entirety, Agreement as to all Propertiesthe damaged or condemned Property (in which event the Consideration payable hereunder shall be reduced by the fair market value or previously agreed Consideration allocable to such Property), or (ii) consummate the acquisition of the Properties Property for the full Consideration, subject to the following. If Buyer elects to proceed with the acquisition of the PropertiesProperty, then the Closing shall be postponed to the later of the Closing Date or the date which is ten five (105) Business Days days after Buyer makes such election and, upon the Closing, Buyer shall be given a credit against the Consideration equal to the amount of any insurance proceeds or condemnation awards collected by Seller as a result of such Major Loss, plus the amount of any insurance deductible. If the proceeds or awards have not been collected as of the Closing, then Seller’s right, title and interest to such proceeds or awards shall be assigned to Buyer, and Seller will cooperate with Buyer as reasonably requested by Buyer in the collection of such proceeds or award. If Buyer fails to give Seller notice within such 20-day period, then Buyer will be deemed to have elected to terminate this AgreementAgreement as to the damaged or condemned Property. If the Agreement is not terminated, Buyer shall be responsible for performance by Buyer as “landlord” under the Leases, including any repair obligations of landlord, and nothing herein shall limit any of the Buyer’s repair obligations or other obligations under the Leases notwithstanding the fact that the event giving rise to such obligations first occurred prior to the Closing, and notwithstanding anything in any Transaction Document to the contrary.Leases. (Three Carnegie Plaza)

Major Loss. In the event of a Major Loss, Buyer may, at its option to be exercised by written notice to Seller Transferors within twenty ten (2010) days of Seller’s Transferors' notice to Buyer of the occurrence thereof, elect to either (i) terminate this Agreement, in its entirety, Agreement as to all Propertiesthe damaged or condemned Property (in which event the Consideration payable hereunder shall be reduced by the Consideration allocable to such Property, or (ii) consummate the acquisition of the Properties Property for the full Consideration, subject to the following. If Buyer elects to proceed with the acquisition of the PropertiesProperty, then the Closing shall be postponed to the later of the Closing Date or the date which is ten five (105) Business Days days after Buyer makes such election and, upon the Closing, Buyer shall be given a credit against the Consideration equal to the amount of any insurance proceeds or condemnation awards collected by Seller Transferors as a result of such Major Loss, plus the amount of any insurance deductibledeductible applicable to such casualty. If the proceeds or awards have not been collected as of the Closing, then Seller’s Transferors' right, title and interest to such proceeds or awards shall be assigned to Buyer, and Seller Transferors will cooperate with Buyer as reasonably requested by Buyer in the collection of such proceeds or award. If Buyer fails to give Seller Transferors notice within such 2010-day period, then Buyer will be deemed to have elected to terminate this Agreement. If the Agreement is not terminated, Buyer shall be responsible for performance by Buyer as “landlord” under the Leases, including any repair obligations of landlord, and nothing herein shall limit Buyer’s repair obligations or other obligations under the Leases notwithstanding the fact that the event giving rise to such obligations first occurred prior to the Closing, and notwithstanding anything in any Transaction Document to the contrary.the

Major Loss. In If the event amount of a Major Lossthe damage or destruction or condemnation as specified above exceeds One Million Five Hundred Thousand and 00/100 Dollars ($1,500,000.00), then Buyer may, may at its option option, to be exercised by written notice to Seller within twenty ten (2010) business days of Seller’s notice to Buyer of the occurrence thereofof the damage or destruction or the commencement of condemnation proceedings, elect to either (i) terminate this Agreement. Buyer’s failure to elect to terminate this Agreement within said ten business day period shall be deemed an election by Buyer to terminate the Agreement. If Buyer elects or is deemed to have elected to terminate this Agreement within such ten (10) business day period, the Deposit shall be returned to Buyer and neither party shall have any further rights or obligations hereunder except as provided in its entiretySections 3.4, as to all Properties3.5, or (ii) consummate the acquisition of the Properties for the full Consideration9.6, subject to the following10.13 and 10.19. If Buyer elects to proceed with the acquisition of the Propertiespurchase, then the Closing shall be postponed to the later of the Closing Date or the date which is ten (10) Business Days after Buyer makes such election and, upon the Closing, Buyer there shall be given a credit against the Consideration Purchase Price due hereunder equal to the amount of any insurance proceeds or condemnation awards collected by Seller as a result of any such Major Lossdamage or destruction or condemnation, plus the amount of any insurance deductible, less any sums expended by Seller toward the restoration or repair of the Real Property or in collecting such insurance proceeds or condemnation awards. If the proceeds or awards have not been collected as of the Closing, then Seller’s right, title and interest to such proceeds or awards shall be assigned to Buyer, and except to the extent needed to reimburse Seller will cooperate with Buyer as reasonably requested by Buyer in for sums expended prior to the collection of Closing to repair or restore the Real Property or to collect any such proceeds or award. If Buyer fails to give Seller notice within such 20-day period, then Buyer will be deemed to have elected to terminate this Agreement. If the Agreement is not terminated, Buyer shall be responsible for performance by Buyer as “landlord” under the Leases, including any repair obligations of landlord, and nothing herein shall limit Buyer’s repair obligations or other obligations under the Leases notwithstanding the fact that the event giving rise to such obligations first occurred prior to the Closing, and notwithstanding anything in any Transaction Document to the contraryawards.

Major Loss. In the event of a Major Loss, Buyer may, at its option to be exercised by written notice to Seller Transferors within twenty ten (2010) days of Seller’s Transferors' notice to Buyer of the occurrence thereof, elect to either (i) terminate this Agreement, in its entirety, Agreement as to all Propertiesthe damaged or condemned Property (in which event the Consideration payable hereunder shall be reduced by the Consideration allocable to such Property, or (ii) consummate the acquisition of the Properties Property for the full Consideration, subject to the following. If Buyer elects to proceed with the acquisition of the PropertiesProperty, then the Closing shall be postponed to the later of the Closing Date or the date which is ten five (105) Business Days days after Buyer makes such election and, upon the Closing, Buyer shall be given a credit against the Consideration equal to the amount of any insurance proceeds or condemnation awards collected by Seller Transferors as a result of such Major Loss, plus the amount of any insurance deductibledeductible applicable to such casualty. If the proceeds or awards have not been collected as of the Closing, then Seller’s Transferors' right, title and interest to such proceeds or awards shall be assigned to Buyer, and Seller Transferors will cooperate with Buyer as reasonably requested by Buyer in the collection of such proceeds or award. If Buyer fails to give Seller Transferors notice within such 2010-day period, then Buyer will be deemed to have elected to terminate this AgreementAgreement as to the damaged or condemned Property. If the Agreement is not terminated, Buyer shall be responsible for performance by Buyer as “landlord” under the Leases, including any repair obligations of landlord, and nothing herein shall limit any of the Buyer’s 's repair obligations or other obligations under the Leases notwithstanding the fact that the event giving rise to such obligations first occurred prior to the Closing, and notwithstanding anything in any Transaction Document to the contraryLeases.

Major Loss. In the event of a Major Loss, Buyer may, at its option to be exercised by written notice to Seller within twenty (20) days of Seller’s notice to Buyer of the occurrence thereof, elect to either (i) terminate this Agreement, in its entirety, as to all Properties, or (ii) consummate the acquisition of the Properties Property for the full Consideration, subject to the following. If Buyer elects to proceed with the acquisition of the PropertiesProperty, then the Closing shall be postponed to the later of the Closing Date or the date which is ten (10) Business Days after Buyer makes such election and, upon the Closing, Buyer shall be given a credit against the Consideration equal to the amount of any insurance proceeds or condemnation awards collected by Seller as a result of such Major Loss, plus the amount of any insurance deductible. If the proceeds or awards have not been collected as of the Closing, then Seller’s right, title and interest to such proceeds or awards shall be assigned to Buyer, and Seller will cooperate with Buyer as reasonably requested by Buyer in the collection of such proceeds or award. If Buyer fails to give Seller notice within such 20-day period, then Buyer will be deemed to have elected to terminate this Agreement. If the Agreement is not terminated, Buyer shall be responsible for performance by Buyer as “landlord” under the Leases, including any repair obligations of landlord, and nothing herein shall limit Buyer’s repair obligations or other obligations under the Leases notwithstanding the fact that the event giving rise to such obligations first occurred prior to the Closing, and notwithstanding anything in any Transaction Document to the contraryLeases.

Major Loss. In the event of a Major Loss, Buyer may, at its option to be exercised by written notice to Seller within twenty (20) days of Seller’s notice to Buyer of the occurrence thereof, elect to either (i) terminate this Agreement, in its entirety, as to all Properties, or (ii) consummate the acquisition of the Properties for the full Consideration, subject to the following. If Buyer elects to proceed with the acquisition of the Properties, then the Closing shall be postponed to the later of the Closing Date or the date which is ten (10) Business Days after Buyer makes such election and, upon the Closing, Buyer shall be given a credit against the Consideration equal to the amount of any insurance proceeds or condemnation awards collected by Seller as a result of such Major Loss, plus the amount of any insurance deductible. If the proceeds or awards have not been collected as of the Closing, then Seller’s right, title and interest to such proceeds or awards shall be assigned to Buyer, and Seller will cooperate with Buyer as reasonably requested by Buyer in the collection of such proceeds or award. If Buyer fails to give Seller notice within such 20-day period, then Buyer will be deemed to have elected to terminate this Agreement. If the Agreement is not terminated, Buyer shall be responsible for performance by Buyer as “landlord” under the Leases, including any repair obligations of landlord, and nothing herein shall limit Buyer’s repair obligations or other obligations under the Leases notwithstanding the fact that the event giving rise to such obligations first occurred prior to the Closing, and notwithstanding anything in any Transaction Document to the contrary.. Purchase and Sale Agreement Page 24 of 39

Major Loss. In the event of a Major Loss, Buyer may, at its option to be exercised by written notice to Seller within twenty (20) days of Seller’s notice to Buyer of the occurrence thereof, elect to either (i) terminate this Agreement, in its entirety, as to all Properties, or (ii) consummate the acquisition of the Properties Property for the full Consideration, subject to the following. If Buyer Purchase and Sale Agreement 941120.4 elects to proceed with the acquisition of the PropertiesProperty, then the Closing shall be postponed if necessary, to occur on the later of the then-scheduled Closing Date or the date which is ten (10) Business Days after Buyer makes such election and, upon the Closing, Buyer shall be given a credit against the Consideration equal to the amount of any insurance proceeds or condemnation awards collected by Seller as a result of such Major LossLoss (net of any amounts applied to restoration and reasonable expenses incurred by Seller in collecting such proceeds or awards), plus the amount of any insurance deductible. If the proceeds or awards have not been collected as of the Closing, then Seller’s right, title and interest to such proceeds or awards shall be assigned to Buyer, and Seller will cooperate with Buyer as reasonably requested by Buyer in the collection of such proceeds or award. If Buyer fails to give Seller notice within such 20-day twenty (20)-day period, then Buyer will be deemed to have elected to terminate this Agreement. If the Agreement is not terminated, Buyer shall be responsible for performance by Buyer as “landlord” under the LeasesLease, including any repair obligations of landlord, and nothing herein shall limit Buyer’s repair obligations or other obligations under the Leases notwithstanding the fact that the event giving rise to such obligations first occurred prior to the Closing, and notwithstanding anything in any Transaction Document to the contraryLease.

Major Loss. In the event of a Major Loss, Buyer may, at its option to be exercised by written notice to Seller within twenty (20) days of Seller’s notice to Buyer of the occurrence thereof, elect to either (i) terminate this Agreement, in its entirety, as to all Properties, or (ii) consummate the acquisition of the Properties Property for the full Consideration, subject to the following. If Buyer elects to proceed with the acquisition of the PropertiesProperty, then the Closing shall be postponed if necessary, to occur on the later of the then-scheduled Closing Date or the date which is ten (10) Business Days after Buyer makes such election and, upon the Closing, Buyer shall be given a credit against the Consideration equal to the amount of any insurance proceeds or condemnation awards collected by Seller as a result of such Major LossLoss (net of any amounts applied to restoration and reasonable expenses incurred by Seller in collecting such proceeds or awards), plus the amount of any insurance deductible. If the proceeds or awards have not been collected as of the Closing, then Seller’s right, title and interest to such proceeds or awards shall be assigned to Buyer, and Seller will cooperate with Buyer as reasonably requested by Buyer in the collection of such proceeds or award. If Buyer fails to give Seller notice within such 20-day twenty (20)-day period, then Buyer will be deemed to have elected to terminate this Agreement. If the Agreement is not terminated, Buyer shall be responsible for performance by Buyer as “landlord” under the Leases, including any repair obligations of landlord, and nothing herein shall limit Buyer’s repair obligations or other obligations under the Leases notwithstanding the fact that the event giving rise to such obligations first occurred prior to the Closing, and notwithstanding anything in any Transaction Document to the contraryLeases. 13.

Major Loss. In If the event amount of a Major Lossdamage or destruction or condemnation as specified above is in excess of ten percent (10%) of the Purchase Price $250,000.00 or allows any Tenant to terminate its Tenant Lease, Buyer then Purchaser may, at its option to be exercised by written notice to Seller within twenty ten (2010) days of Seller’s 's notice to Buyer of the occurrence thereofof the damage or destruction or the commencement of condemnation proceedings, elect either terminate this Agreement or consummate the purchase for the full Purchase Price as required by the terms hereof. If Purchaser timely elects to either (i) terminate this Agreement, in its entirety, as then the Deposit shall be returned to all Properties, Purchaser and neither party shall have any further rights or (ii) consummate the acquisition of the Properties for the full Consideration, subject obligations hereunder except with respect to the followingthose that are herein specified to expressly survive such a termination. If Buyer Purchaser elects to proceed with the acquisition of the Propertiespurchase, then the Closing shall be postponed or fails to the later of the Closing Date or the date which is give Seller notice within such ten (10) Business Days after Buyer makes such election andday period that Purchaser has terminated this Agreement, upon then at the Closing, Buyer there shall be given a credit against the Consideration Purchase Price due hereunder equal to the amount of any insurance proceeds or condemnation awards collected by Seller as a result of any such Major Lossdamage or destruction or condemnation, together with any rent insurance proceeds to the extent allocable to the period following the Closing, plus the amount of any insurance deductible, less any sums expended by Seller toward the restoration or repair of the Property. If the proceeds or awards have not been collected as of the Closing, in whole or in part, then Seller’s right, title and interest to such uncollected proceeds or awards shall be assigned to BuyerPurchaser, and except to the extent needed to reimburse Seller will cooperate with Buyer for the sums previously expended to repair or restore the affected Property as reasonably requested by Buyer in the collection a result of such proceeds casualty or award. If Buyer fails to give Seller notice within such 20-day period, then Buyer will be deemed to have elected to terminate this Agreement. If the Agreement is not terminated, Buyer shall be responsible for performance by Buyer as “landlord” under the Leases, including any repair obligations of landlord, and nothing herein shall limit Buyer’s repair obligations or other obligations under the Leases notwithstanding the fact that the event giving rise to such obligations first occurred prior to the Closing, and notwithstanding anything in any Transaction Document to the contrarycondemnation.

Major Loss. In If the event cost to repair such damage or destruction to an Individual Property exceeds twenty percent (20%) of a Major Lossthe portion of the Property Consideration allocated to such Individual Property or, Buyer in the case of condemnation, if the value of the portion of the Individual Property taken exceeds twenty percent (20%) of the portion of the Property Consideration allocated to such Individual Property, then Transferee may, at its option to be exercised by written notice to Seller TRP within twenty five (205) business days of Seller’s TRP'S notice to Buyer Transferee of the occurrence thereofof the damage or destruction or the commencement of condemnation proceedings, either (a) elect to either (i) terminate this Agreement, in its entirety, as to all Properties, or (iib) consummate the acquisition purchase of all of the Properties Property for the full ConsiderationProperty Consideration as required by the terms hereof, subject to the followingcredits against the Property Consideration provided below. If Buyer Transferee elects to proceed with the acquisition purchase of all of the PropertiesProperty, then the Closing shall be postponed to the later of the Closing Date or the date which is ten (10) Business Days after Buyer makes such election andthen, upon the Closing, Buyer Transferee shall be given a credit against the Property Consideration due hereunder equal to the amount of any insurance proceeds or condemnation awards collected by Seller TRP as a result of any such Major Lossdamage or destruction or condemnation, plus the amount of any insurance deductible. If the proceeds or awards have not been collected as of the Closing, then Seller’s TRP's right, title and interest to such proceeds or awards shall be assigned to Buyer, and Seller will cooperate with Buyer as reasonably requested by Buyer in the collection of such proceeds or awardTransferee. If Buyer Transferee fails to give Seller TRP notice within such 20-five (5) business day period, then Buyer Transferee will be deemed to have elected to terminate this Agreement. If the Agreement is not terminated, Buyer shall be responsible for performance by Buyer as “landlord” under the Leases, including any repair obligations of landlord, and nothing herein shall limit Buyer’s repair obligations or other obligations under the Leases notwithstanding the fact that the event giving rise to such obligations first occurred prior to the Closing, and notwithstanding anything in any Transaction Document to the contrary.

Major Loss. In the event of a Major Loss, Buyer may, at its option to be exercised by written notice to Seller within twenty (20) days of Seller’s notice to Buyer of the occurrence thereof, elect to either (i) terminate this Agreement, in its entirety, as to all Properties, or (ii) consummate the Purchase and Sale Agreement acquisition of the Properties Property for the full Consideration, subject to the following. If Buyer elects to proceed with the acquisition of the PropertiesProperty, then the Closing shall be postponed if necessary, to occur on the later of the then-scheduled Closing Date or the date which is ten (10) Business Days after Buyer makes such election and, upon the Closing, Buyer shall be given a credit against the Consideration equal to the amount of any insurance proceeds or condemnation awards collected by Seller as a result of such Major Loss, plus the amount of any insurance deductible. If the proceeds or awards have not been collected as of the Closing, then Seller’s right, title and interest to such proceeds or awards shall be assigned to Buyer, and Seller will cooperate with Buyer as reasonably requested by Buyer in the collection of such proceeds or award. If Buyer fails to give Seller notice within such twenty (20-) day period, then Buyer will be deemed to have elected to terminate this Agreement. If the Agreement is not terminated, Buyer shall be responsible for performance by Buyer as “landlord” under the LeasesLease, including any repair obligations of landlord, and nothing herein shall limit Buyer’s repair obligations or other obligations under the Leases notwithstanding the fact that the event giving rise to such obligations first occurred prior to the Closing, and notwithstanding anything in any Transaction Document to the contraryLease.

Major Loss. In If the event amount of a Major Lossthe damage or destruction or condemnation as specified above exceeds Five Hundred Thousand Dollars ($500,000), then Buyer may, at its option to be exercised by written notice to Seller within twenty five (205) days of Seller’s 's notice to Buyer of the occurrence thereofof the damage or destruction or the commencement of condemnation proceedings, elect to either (i) terminate this Agreement, in its entirety, as to all Properties, Agreement or (ii) consummate the acquisition of the Properties purchase for the full ConsiderationPurchase Price as required by the terms hereof. If Buyer elects to terminate this Agreement or fails to give Seller notice within such five (5) day period that Buyer will proceed with the purchase, subject then the Deposit shall be returned to Buyer, the followingNonrefundable Payment shall be retained by Seller, and neither party shall have any further rights or obligations hereunder except as provided in Sections 6.1, 9.3 and 9.8 below. If Buyer elects to proceed with the acquisition of the Propertiespurchase, then the Closing shall be postponed to the later of the Closing Date or the date which is ten (10) Business Days after Buyer makes such election and, upon the Closing, Buyer there shall be given a credit against the Consideration Purchase Price due hereunder equal to the amount of any insurance proceeds or condemnation awards collected by Seller as a result of any such Major Lossdamage or destruction or condemnation, plus the amount of any insurance deductible, less any sums expended by Seller toward the restoration or repair of the Property. If the proceeds or awards have not been collected as of the Closing, then Seller’s right, title and interest to such proceeds or awards shall be assigned to Buyer, except to the extent needed to reimburse Seller for sums expended to repair or restore the Property, and Seller will cooperate with Buyer as reasonably requested by Buyer in shall retain the collection of rights to such proceeds or award. If Buyer fails to give Seller notice within such 20-day period, then Buyer will be deemed to have elected to terminate this Agreement. If the Agreement is not terminated, Buyer shall be responsible for performance by Buyer as “landlord” under the Leases, including any repair obligations of landlord, and nothing herein shall limit Buyer’s repair obligations or other obligations under the Leases notwithstanding the fact that the event giving rise to such obligations first occurred prior to the Closing, and notwithstanding anything in any Transaction Document to the contraryawards.

Major Loss. In If the event amount of a Major Lossthe damage or destruction or condemnation as specified above exceeds $4,650,000, then Buyer may, may at its option option, to be exercised by written notice to Seller within twenty ten (2010) business days of Seller’s notice to Buyer of the occurrence thereofof the damage or destruction or the commencement of condemnation proceedings, elect to either (i) terminate this Agreement, in its entirety, as . Buyer’s failure to all Properties, or (ii) elect to terminate this Agreement within said ten business day period shall be deemed an election by Buyer to consummate the acquisition of the Properties for the full Consideration, subject to the followingthis purchase and sale transaction. If Buyer elects to terminate this Agreement within such ten business day period, the Deposit shall be returned to Buyer and neither party shall have any further rights or obligations hereunder except as provided in Sections 3.4, 3.5, 3.6, 9.6 and 10.11. If Buyer elects or is deemed to have elected to proceed with the acquisition of the Propertiespurchase, then the Closing shall be postponed to the later of the Closing Date or the date which is ten (10) Business Days after Buyer makes such election and, upon the Closing, Buyer there shall be given a credit against the Consideration Purchase Price due hereunder equal to the amount of any insurance proceeds or condemnation awards collected by Seller as a result of any such Major Lossdamage or destruction or condemnation, plus the amount of any insurance deductible, less any sums expended by Seller toward the restoration or repair of the Property or in collecting such insurance proceeds or condemnation awards. If the proceeds or awards have not been collected as of the Closing, then Seller’s right, title and interest to such proceeds or awards shall be assigned to Buyer, and except to the extent needed to reimburse Seller will cooperate with Buyer as reasonably requested by Buyer in for sums expended prior to the collection of Closing to repair or restore the Property or to collect any such proceeds or award. If Buyer fails to give Seller notice within such 20-day period, then Buyer will be deemed to have elected to terminate this Agreement. If the Agreement is not terminated, Buyer shall be responsible for performance by Buyer as “landlord” under the Leases, including any repair obligations of landlord, and nothing herein shall limit Buyer’s repair obligations or other obligations under the Leases notwithstanding the fact that the event giving rise to such obligations first occurred prior to the Closing, and notwithstanding anything in any Transaction Document to the contraryawards.

Major Loss. In If the event amount of a Major Lossthe damage or destruction or condemnation as specified above exceeds Five Hundred Thousand Dollars ($500,000), then Buyer may, at its option to be exercised within ten (10) days of Seller's notice of the occurrence of the damage or destruction or the commencement of condemnation proceedings, either (a) terminate this Agreement by giving written notice to Seller within twenty such ten-day period or (20b) days of Seller’s notice to consummate the purchase for the full Purchase Price as required by the terms hereof. If Buyer of the occurrence thereof, elect to either (i) terminate so terminates this Agreement, then the Total Deposit paid by Buyer, together with all interest accrued thereon while in its entiretyescrow, shall be returned to Buyer and neither party shall have any further rights or obligations hereunder except for such rights and obligations as to all Properties, or (ii) consummate expressly survive the acquisition termination of the Properties for the full Consideration, subject to the followingthis Agreement. If Buyer elects to proceed with the acquisition of the Propertiespurchase, then the Closing shall be postponed to the later of the Closing Date or the date which is ten (10) Business Days after Buyer makes such election andthen, upon the Closing, Buyer there shall be given a credit against the Consideration Purchase Price due hereunder equal to the amount of any insurance proceeds applicable to the damage or destruction or condemnation awards collected by Seller as a result of any such Major Lossdamage or destruction or condemnation under any policy of insurance carried by Seller with respect to such loss, plus less any sums expended by Seller toward the amount restoration or repair of any insurance deductiblethe Property. If the proceeds or awards have not been collected as of the Closing, then Seller’s right, title and interest to such proceeds or awards shall be assigned to Buyer, and Seller will cooperate with Buyer as reasonably requested by Buyer in the collection of such proceeds or award. If Buyer fails to give Seller notice within such 20-day period, then Buyer will be deemed to have elected to terminate this Agreement. If the Agreement is not terminated, Buyer shall be responsible for performance by Buyer as “landlord” under the Leases, including any repair obligations of landlord, and nothing herein shall limit Buyer’s repair obligations or other obligations under the Leases notwithstanding the fact that the event giving rise to such obligations first occurred prior except to the Closing, and notwithstanding anything in any Transaction Document extent needed to reimburse Seller for sums expended to repair or restore the contraryProperty.

Major Loss. In the event of a Major Loss, Buyer may, at its option to be exercised by written notice to Seller within twenty (20) days of Seller’s notice to Buyer of the occurrence thereof, elect to either (i) terminate this Agreement, in its entirety, as to all Properties, or (ii) consummate the acquisition of the Properties Property for the full Consideration, subject to the following. If Buyer elects to proceed with the acquisition of the PropertiesProperty, then the Closing shall be postponed to the later of the Closing Date or the date which is ten (10) Business Days after Buyer makes such election and, upon the Closing, Buyer shall be given a credit against the Consideration equal to the amount of any insurance proceeds or condemnation awards collected by Seller as a result of such Major Loss, plus the amount of any insurance deductible. If the proceeds or awards have not been collected as of the Closing, then Seller’s right, title and interest to such proceeds or awards shall be assigned to Buyer, and Seller will cooperate with Buyer as reasonably requested by Buyer in the collection of such proceeds or award. If Buyer fails to give Seller notice within such 20-day period, then Buyer will be deemed to have elected to terminate this Agreement. If the Agreement is not terminated, Buyer shall be responsible on and after the Closing Date for performance by Buyer as “landlord” under the Leases, including any repair obligations of landlord, and nothing herein shall limit Buyer’s repair obligations or other obligations under the Leases notwithstanding the fact that the event giving rise to such obligations first occurred prior to the Closing, and notwithstanding anything in any Transaction Document to the contraryLeases.