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 Seven Hundred Fifty Thousand Dollars ($750,000), 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 expressly provided in this Agreement. 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 (other than the proceeds of rent loss or business interruption insurance which are allocable to periods before Closing), plus the amount of any insurance deductibledeductible and any uninsured amount of loss, less any sums expended by Seller towards 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 awardawards. If Buyer fails Notwithstanding the foregoing sentence, if, with respect to give Seller notice the insurance proceeds, Seller’s insurance carrier does not agree in writing, within such 20-day period, then Buyer will be deemed to have elected to terminate this Agreement. If thirty (30) days after the Agreement is not terminated, Buyer shall be responsible for performance by Buyer as “landlord” under the Leases, including any repair obligations date 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 insurance proceeds, that such obligations first occurred event is covered by such insurance, and that such insurance proceeds will be paid by such insurer directly to Buyer, then the cost to repair (to a condition at least as good as prior to the casualty) the remaining damage caused by such casualty, as reasonably determined by Buyer, shall be credited against the Purchase Price at Closing, and notwithstanding anything in any Transaction Document to the contrary.

Major Loss. In If the event cost to repair the damage or destruction as specified above exceeds One Hundred Thousand and 00/100 Dollars ($100,000) or the loss due to a condemnation materially impairs the intended use of a Major Lossthe Property, then Buyer may, at its option to be exercised within ten (10) business days after Seller’s delivery of notice of the occurrence of the damage or destruction or the contemplation of the commencement of condemnation proceedings, either (a) terminate this Agreement by giving written notice to Seller within twenty such ten (2010) days of Seller’s notice to Buyer business day period, or (b) consummate the purchase of the occurrence thereof, elect to either (i) terminate Property for the full Purchase Price as required by the terms hereof. If Buyer so terminates this Agreement, in its entirety, then the Deposit paid by Buyer shall be returned to Buyer and neither party shall have any further rights or obligations hereunder except as to all Properties, or (ii) consummate the acquisition of the Properties for the full Consideration, subject to the followingprovided expressly provided herein. If Buyer elects to proceed with the acquisition of purchase or fails to give Seller notice within the Properties, then the Closing shall be postponed to the later of the Closing Date or the date which is above-referenced ten (10) Business Days after Buyer makes such election andday period of Buyer’s termination of this Agreement, then upon the Closing, Buyer there shall be given a credit against the Consideration Purchase Price due hereunder equal to the amount of the deductible under Seller’s policy of property insurance plus any insurance proceeds 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 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 Buyer at Closing less any sums needed to reimburse Seller will cooperate with Buyer as reasonably requested by Buyer in for sums expended to repair or restore 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 contraryProperty.

Major Loss. In If the event damage to the Property or the Ground Lease Land is Material or the diminution in the value of the remaining Property as a result of a Major Losscondemnation is Material (as defined in Section 5.1 above), then Buyer may, at its 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 to all Properties, Agreement or (ii) consummate the acquisition of purchase in accordance with the Properties for the full Considerationterms hereof, subject to the followingassignment of insurance proceeds and/or credits against the Purchase Price in the amount of any uninsured loss with respect to which Seller, in Seller’s sole discretion, elects to give Buyer a credit at Closing. If Buyer elects to terminate this Agreement by delivering written notice thereof to Seller or fails to give Seller notice within such ten (10) day period that Buyer will proceed with the purchase, then this Agreement shall terminate, the Deposit shall be returned to Buyer 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 uninsured loss (if any) with respect to which Seller elects, in Seller’s sole discretion, to give Buyer a credit at Closing, plus 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 collection of such proceeds or awards or to restoration or repair of the Property and/or the Ground Lease Land (the nature of which restoration or repairs, but not the right of Seller to effect such restoration or repairs, shall be subject to the approval of Buyer, which approval shall not be unreasonably withheld, conditioned or delayed). 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 for sums reasonably requested by Buyer in the collection of expended to collect such proceeds or awardawards or to repair or restore the Property and/or the Ground Lease Land, and Seller shall retain the rights to such proceeds and awards to such extent. If Buyer fails to give Seller notice within such 20-day period, then Buyer will A condemnation shall be deemed to have elected to terminate this Agreement. If material if any portion of any net rentable area of the Agreement Property or any parking on the Property and/or the Ground Lease Land is not terminatedtaken, Buyer shall be responsible for performance by Buyer as “landlord” under or 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 existing access to the Closing, Property and/or the Ground Lease Land is materially and notwithstanding anything in any Transaction Document to the contraryadversely affected.

Major Loss. In If the event cost to repair the damage or destruction as specified above exceeds Five Hundred Thousand Dollars ($500,000) in the estimate of an architect or contractor selected by Seller and reasonably acceptable to Buyer or the diminution in the value of the remaining Property as a result of a Major Losscondemnation is material (as hereinafter defined), then 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 thereofof the damage or destruction or the commencement of condemnation proceedings (during which time period Seller will make available to Buyer all information and documentation reasonably requested by Buyer relating to the damage or destruction, elect or condemnation, and any insurance and/or condemnation award, so that Buyer may make an informed decision as to whether to proceed with the transaction or to terminate), 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 by delivering written notice thereof to Seller or fails to give Seller notice within such twenty (20) day period that Buyer will proceed with the purchase, subject then this Agreement shall terminate, the Deposit shall be immediately returned to the followingBuyer 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 reasonable and documented sums expended by Seller toward the collection of such proceeds or awards or to restoration or repair of the Property (the nature of which restoration or repairs, but not the right of Seller to effect such restoration or repairs, shall be subject to the approval of Buyer, which approval shall not be unreasonably withheld, conditioned or delayed). 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 the collection of for sums expended to collect such proceeds or awardawards or to repair or restore the Property, and Seller shall retain the rights to such proceeds and awards to such extent. If Buyer fails to give Seller notice within such 20-day period, then Buyer will A condemnation shall be deemed material if more than twenty percent (20%) of the net rentable area of the Property is taken, or any portion of any net rentable area of the Property, or any parking is taken which would cause the Property 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 Leasesin violation of any existing laws or regulations, including any repair obligations of landlordbut not limited to, and nothing herein shall limit Buyer’s repair obligations zoning regulations, or other obligations under the Leases notwithstanding the fact that the event giving rise to such obligations first occurred prior existing access to the ClosingProperty is materially and adversely affected, and notwithstanding anything in permanently. After the expiration of the Contingency Period, Seller will not settle any Transaction Document to insurance or condemnation claim involving a Major Loss without the contraryprior written consent of Buyer.

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, 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 If the event amount of a Major Lossthe damage or destruction or condemnation as specified above exceeds Seven Hundred Fifty Thousand Dollars ($750,000), 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 expressly provided in this Agreement. 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 (other than the proceeds of rent loss or business interruption insurance which are allocable to periods before Closing), plus the amount of any insurance deductibledeductible and any uninsured amount of loss, less any sums expended, by Seller towards 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 awardawards. If Buyer fails Notwithstanding the foregoing sentence, if, with respect to give Seller notice the insurance proceeds, Seller’s insurance carrier does not agree in writing, within such 20-day period, then Buyer will be deemed to have elected to terminate this Agreement. If thirty (30) days after the Agreement is not terminated, Buyer shall be responsible for performance by Buyer as “landlord” under the Leases, including any repair obligations date 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 insurance proceeds, that such obligations first occurred event is covered by such insurance, and that such insurance proceeds will be paid by such insurer directly to Buyer, then the cost to repair (to a condition at least as good as prior to the casualty) the remaining damage caused by such casualty, as reasonably determined by Buyer, shall be credited against the Purchase Price at 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 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 If the event cost to repair the damage or destruction as specified above exceeds five percent (5.0%) of the Purchase Price in the estimate of an architect or contractor selected by Seller and reasonably acceptable to Buyer or the diminution in the value of the remaining Property as a result of a Major Losscondemnation is material (as hereinafter defined), then Buyer may, at its option to be exercised by written notice to Seller within twenty five (205) days of SellerBuyer’s notice to Buyer receipt of the occurrence thereofdamage estimate 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 by delivering written notice thereof to Seller or fails to give Seller notice within such five (5) day period that Buyer will proceed with the purchase, subject then this Agreement shall terminate, the Deposit shall be returned to the followingBuyer 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 collection of such proceeds or awards or to restoration or repair of the Property (the nature of which restoration or repairs, but not the right of Seller to effect such restoration or repairs, shall be subject to the approval of Buyer, which approval shall not be unreasonably withheld, conditioned or delayed). 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 the collection of for sums expended to collect such proceeds or awardawards or to repair or restore the Property, and Seller shall retain the rights to such proceeds and awards to such extent. If Buyer fails to give Seller notice within such 20-day period, then Buyer will A condemnation shall be deemed material if as a result of the taking or if reasonably likely in a pending proceeding, any portion of any net rentable area of the Improvements, or any parking is taken which would cause the Property 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 Leasesin violation of any existing laws or regulations, including any repair obligations of landlordbut not limited to, and nothing herein shall limit Buyer’s repair obligations zoning regulations, or other obligations under the Leases notwithstanding the fact that the event giving rise to such obligations first occurred prior existing access to the ClosingProperty is materially and adversely affected, and notwithstanding anything in any Transaction Document to the contrarypermanently.

Major Loss. In If the event cost to repair the damage or destruction as specified above exceeds One Million Dollars ($1,000,000.00) in the estimate of an architect or contractor selected by Seller and reasonably acceptable to Buyer, or the diminution in the value of the remaining Property as a result of a Major Losscondemnation is material (as hereinafter defined), then Buyer 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 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 Consideration, subject to Purchase Price as required by the followingterms hereof. If Buyer elects to proceed with the acquisition of the Properties, then the Closing shall be postponed terminate this Agreement by delivering written notice thereof to the later of the Closing Date or the date which is Seller within such ten (10) Business Days after day period, then this Agreement shall terminate, the Deposit shall be returned to Buyer makes such election andand 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 fails to terminate this Agreement in accordance with the preceding sentence, Buyer shall be deemed to elect to proceed with the purchase, then 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 collection of such proceeds or awards or to restoration or repair of the Property (the nature of which restoration or repairs, but not the right of Seller to effect such restoration or repairs, shall be subject to the approval of Buyer, which approval shall not be unreasonably withheld, conditioned or delayed). If the insurance proceeds or condemnation 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 the collection of for reasonable, out-of-pocket sums expended to collect such proceeds or award. If awards or to repair or restore the Property (to the extent such repairs and/or restoration have been approved by Buyer, as provided above), Seller shall credit Buyer fails to give Seller notice within such 20-day period, then Buyer will be deemed to have elected to terminate this Agreement. If for 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 insurance deductible at the Closing, and notwithstanding anything in any Transaction Document Seller shall retain the rights to such proceeds and awards to the contraryextent of any reimbursement to which Seller is entitled as provided above. A condemnation shall be deemed material if (i) any portion of any net rentable area of the Property or any parking is taken which would cause the Property to be in violation of any existing laws or regulations, including but not limited to, zoning regulations, (ii) the existing access to the Property is materially and adversely affected, permanently, or (iii) the condemnation is such that one or more tenants under Leases have the right to terminate their respective Leases.

Major Loss. In If the event cost to repair the damage or destruction as specified above exceeds Four Million Dollars ($4,000,000) in the estimate of an architect or contractor selected by Seller and reasonably acceptable to Buyer or the diminution in the value of the remaining Property as a result of a Major Losscondemnation is material (as hereinafter defined), then Buyer may, at its option to be exercised by written notice to Seller within twenty five (205) 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 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 by delivering written notice thereof to Seller or fails to give Seller notice within such five (5) day period that Buyer will proceed with the purchase, subject then this Agreement shall terminate, the Deposit shall be returned to the followingBuyer 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 collection of such proceeds or awards or to restoration or repair of the Property (the nature of which restoration or repairs, but not the right of Seller to effect such restoration or repairs, shall be subject to the approval of Buyer, which approval shall not be unreasonably withheld, conditioned or delayed). 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 the collection of for sums expended to collect such proceeds or awardawards or to repair or restore the Property (subject to the approval of Buyer, not to be unreasonably withheld, conditioned or delayed provided no such approval shall be required in the case of repairs which the Seller must make in order to comply with applicable laws, resolve an emergency condition, or avoid default under an agreement to which Seller is a party), and Seller shall retain the rights to such proceeds and awards to such extent. If Buyer fails to give Seller notice within such 20-day period, then Buyer will A condemnation shall be deemed material if any portion of any net rentable area of the Property, or any parking is taken which would cause the Property 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 Leasesin violation of any existing laws or regulations, including any repair obligations of landlordbut not limited to, and nothing herein shall limit Buyer’s repair obligations zoning regulations, or other obligations under the Leases notwithstanding the fact that the event giving rise to such obligations first occurred prior existing access to the ClosingProperty is materially and adversely affected, and notwithstanding anything in any Transaction Document to the contrarypermanently.

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.

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 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 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.