Common use of Material Casualty Clause in Contracts

Material Casualty. In the event that prior to the Close of Escrow the Real Property, or any material portion thereof, is destroyed or materially damaged, and no tenant is obligated by the terms of its Lease to repair such damage or destruction, Buyer shall have the right, exercisable by giving written notice to Seller within ten (10) days after receipt of written notice of such damage or destruction, either (i) to terminate this Agreement in which event the Deposit and all interest accrued thereon shall be promptly returned to Buyer, any other money or documents in Escrow shall be returned to the party depositing the same, and the provisions of Section 4.4 shall apply, or (ii) to accept the Real Property in its then condition and to proceed with the consummation of the transaction contemplated by this Agreement, with an abatement or reduction in the Purchase Price in the amount of the deductible for the applicable insurance coverage, and to receive an assignment of all of Seller’s rights to any insurance proceeds payable by reason of such damage or destruction, other than rental abatement/rent loss insurance attributable to the period of time prior to the Closing which shall be retained by or paid to Seller, and only if and to the extent such deductible is not any Tenant’s responsibility under any Lease. If Buyer fails to deliver written notice to Seller of Buyer’s election within the time period specified in this Section 13.1, Buyer shall be deemed to have elected to proceed under clause (ii) above. If Buyer elects (or is deemed to have elected) to proceed under clause (ii) above, Seller shall not compromise, settle or adjust any claims to such proceeds without Buyer’s prior written consent.

Material Casualty. In If the event that Property or any portion thereof is damaged or destroyed by fire or any other casualty prior to Closing (a “Casualty”), Seller shall give written notice of such Casualty to Purchaser promptly after the Close occurrence of Escrow such Casualty. If the Real Propertyamount of the repair, restoration or replacement required by a Casualty equals or exceeds Four Million Dollars ($4,000,000) (a “Material Casualty”) and the Casualty was not caused by Purchaser or Purchaser’s Inspectors, or any material portion thereoftheir respective employees or agents, is destroyed or materially damaged, and no tenant is obligated by the terms of its Lease to repair such damage or destruction, Buyer then Purchaser shall have the right, exercisable in its sole discretion, to (i) terminate this Agreement, in which case Escrow Agent shall refund the Xxxxxxx Money to Purchaser upon Purchaser’s satisfaction of its obligations under Section 7.1(b), and Seller and Purchaser shall have no further rights or obligations under this Agreement, except those which expressly survive such termination, or (ii) proceed to Closing, without terminating this Agreement, in which case Seller shall (A) credit the amount of the applicable insurance deductible against the Purchase Price, and (B) transfer and assign to Purchaser all of Seller’s right, title and interest in and to all proceeds from all casualty and lost profits insurance policies maintained by Seller with respect to the Hotel, except those proceeds allocable to costs incurred by, and lost profits of, Seller for the period prior to the Closing. Purchaser shall make an election under this Section 13.1(a) by giving written notice to Seller within on or before ten (10) days Business Days after receipt Seller’s delivery to Purchaser of written notice of such damage or destruction, either (i) to terminate this Agreement in which event the Deposit and all interest accrued thereon shall be promptly returned to Buyer, any other money or documents in Escrow shall be returned to the party depositing the same, and the provisions of Section 4.4 shall apply, or (ii) to accept the Real Property in its then condition and to proceed with the consummation of the transaction contemplated by this Agreement, with an abatement or reduction in the Purchase Price in the amount of the deductible for the applicable insurance coverage, and to receive an assignment of all of Seller’s rights to any insurance proceeds payable by reason of such damage or destruction, other than rental abatement/rent loss insurance attributable to the period of time prior to the Closing which shall be retained by or paid to Seller, and only if and to the extent such deductible is not any Tenant’s responsibility under any Lease. If Buyer fails to deliver written notice to Seller of Buyer’s election within the time period specified in this Section 13.1, Buyer shall be deemed to have elected to proceed under clause (ii) above. If Buyer elects (or is deemed to have elected) to proceed under clause (ii) above, Seller shall not compromise, settle or adjust any claims to such proceeds without Buyer’s prior written consent.such

Material Casualty. In the event that prior to the Close of Escrow the Real Property, or any material portion thereof, is destroyed or materially damaged, and no tenant is obligated by the terms of its Lease to repair such damage or destruction, Buyer shall have the right, exercisable by giving written notice to Seller within ten (10) days after receipt of written notice of such damage or destruction, either (i) to terminate this Agreement in which event the Deposit and all interest accrued thereon shall be promptly returned to Buyer, any other money or documents in Escrow shall be returned to the party depositing the same, and the provisions of Section 4.4 shall apply, or (ii) to accept the Real Property in its then condition and to proceed with the consummation of the transaction contemplated by this Agreement, with an abatement or reduction in the Purchase Price in the amount of the deductible for the applicable insurance coverage, and to receive an assignment of all of Seller’s rights to any insurance proceeds payable by reason of such damage or destruction, other than rental abatement/rent loss insurance attributable to the period of time prior to the Closing which shall be retained by or paid to Seller, Seller and only if and Seller shall endeavor to cause the applicable insurer or insurers to consent to such assignment prior to the extent such deductible is not any Tenant’s responsibility under any LeaseClosing. If Buyer fails to deliver written notice to Seller of Buyer’s election within the time period specified in this Section 13.1paragraph, Buyer shall be deemed to have elected to proceed the alternative under clause (ii) above. If Buyer elects (or is deemed to have elected) to proceed under clause (ii) above, Seller shall not compromise, settle or adjust any claims to such proceeds without Buyer’s prior written consent.

Material Casualty. In the event that If, prior to the Close of Escrow the Real PropertyClosing Date, all or any material "material" portion thereof, of the Property is damaged or destroyed or materially damagedotherwise affected by a fire or other casualty, the Seller shall notify the Buyer of such fact and no tenant is obligated by the terms of its Lease to repair such damage or destruction, Buyer shall have the right, exercisable by giving option (which option shall be set forth in a written notice from the Buyer to the Seller within ten given not later than thirty (1030) days after receipt of written notice the Seller's notice): (a) to terminate this Agreement, in which event the Title Company shall return the Xxxxxxx Money, to the extent deposited with the Title Company, to Buyer and no party hereto shall have any further obligations in connection herewith except under those provisions that expressly survive Closing or a termination of this Agreement; or (b) to accept title to the Property in their existing condition without any abatement of the Purchase Price, in which event the Seller shall pay and assign to the Buyer, at the Closing, all of the Seller's right, title and interest in and to the insurance proceeds awarded or to be awarded to the Seller as the result of such damage or destructiondestruction and Buyer shall receive a credit for any deductible under Seller's insurance policies. In such event, either (iy) Seller shall not, prior to terminate this Agreement Closing, settle any insurance claim without Buyer's prior written consent and (z) Seller agrees to cooperate with Buyer in which event good faith in connection with the Deposit settlement of all insurance claims including, without limitation, executing all documents and all interest accrued thereon shall be promptly returned instruments necessary to allow Buyer, any other money or documents following the Closing, to settle and collect all sums in Escrow shall be returned to the party depositing the same, and the provisions of Section 4.4 shall apply, or (ii) to accept the Real Property in its then condition and to proceed with the consummation of the transaction contemplated by this Agreement, with an abatement or reduction in the Purchase Price in the amount of the deductible for the applicable insurance coverage, and to receive an assignment of all of Seller’s rights to any insurance proceeds payable by reason of such damage or destruction, other than rental abatement/rent loss insurance attributable to the period of time prior to the Closing which shall be retained by or paid to Seller, and only if and to the extent such deductible is not any Tenant’s responsibility under any Lease. If Buyer fails to deliver written notice to Seller of Buyer’s election within the time period specified in this Section 13.1, Buyer shall be deemed to have elected to proceed under clause (ii) above. If Buyer elects (or is deemed to have elected) to proceed under clause (ii) above, Seller shall not compromise, settle or adjust any claims to such proceeds without Buyer’s prior written consentconnection therewith.