Common use of Material Event Clause in Contracts

Material Event. If such event (a) would result (in Purchaser’s reasonable opinion) in costs to restore in excess of ten percent (10%) of the Purchase Price or (b) would result in any (i) loss of access to the Premises which causes the Premises to fail to comply with applicable law or code, or (ii) material and adverse loss of parking at the Premises, or (c) would entitle subtenants occupying 10% or more of the rentable square feet of the medical office building constructed on the Land (the “MOB”) to terminate their Leases (any such event, a “Material Event”), then Purchaser shall have the option either to (i) terminate this Agreement (by Purchaser’s delivery of written notice to Seller within twenty (20) days of Purchaser’s receipt of notice of the applicable event) or (ii) consummate the transaction contemplated by this Agreement notwithstanding such condemnation, destruction or damage. If Purchaser elects to consummate the transaction contemplated by this Agreement, Purchaser shall be entitled to receive the condemnation proceeds or settle the loss under all policies of insurance applicable to the destruction or damage and receive the proceeds of insurance applicable thereto, and Seller shall credit Purchaser for the amount of all deductibles under any insurance policies and further shall execute and deliver to Purchaser all required proofs of loss, assignments of claims and other similar items. If Purchaser elects to consummate the transaction contemplated by this Agreement notwithstanding such condemnation, destruction or damage, any material repair or restoration work carried out by Seller following such casualty or condemnation shall be subject to Purchaser’s approval, which approval shall not be unreasonably withheld, conditioned or delayed and Seller shall be entitled to retain such portion of the condemnation proceeds or proceeds of insurance policies as is necessary to reimburse Seller for the direct cost of such work paid to unrelated third parties. If Purchaser elects to terminate this Agreement, this Agreement shall, without further action of the parties, become null and void and neither party shall have any rights or obligations under this Agreement, except as set forth in Sections 9.1.1, 10, 12.6 and 12.16; and

Material Event. If such event (a) would result (in Purchaser’s reasonable opinion) in costs to restore in excess of ten percent (10%) of the Purchase Price Price, or (b) would result in any (i) loss of access to the Premises which causes the Premises to fail to comply with applicable law or code, or (ii) material and adverse loss of parking at the PremisesPremises which causes the Premises to fail to comply with applicable law or code, or (c) would entitle subtenants occupying 10% or more of the rentable square feet of the medical office building constructed on the Land (the “MOB”) to terminate their Leases Leases, or (d) would result in the termination of the Ground Lease or give Ground Lessor a right to terminate the Ground Lease (any such event, a “Material Event”), then Purchaser shall have the option either to (i) terminate this Agreement (by Purchaser’s delivery of written notice to Seller within twenty (20) days of Purchaser’s receipt of notice of the applicable event) or (ii) consummate the transaction contemplated by this Agreement notwithstanding such condemnation, destruction or damage. If Purchaser elects to consummate the transaction contemplated by this Agreement, Purchaser shall be entitled to receive the condemnation proceeds or settle the loss under all policies of insurance applicable to the destruction or damage and receive the proceeds of insurance applicable thereto, and Seller shall credit Purchaser for the amount of all deductibles under any insurance policies and further shall execute and deliver to Purchaser all required proofs of loss, assignments of claims and other similar items. If Purchaser elects to consummate the transaction contemplated by this Agreement notwithstanding such condemnation, destruction or damage, any material repair or restoration work carried out by Seller following such casualty or condemnation shall be subject to Purchaser’s approval, which approval shall not be unreasonably withheld, conditioned or delayed and Seller shall be entitled to retain such portion of the condemnation proceeds or proceeds of insurance policies as is necessary to reimburse Seller for the direct cost of such work paid to unrelated third parties. If Purchaser elects to terminate this Agreement, this Agreement shall, without further action of the parties, become null and void and neither party shall have any rights or obligations under this Agreement, except as set forth in Sections 9.1.1, 10, 12.6 and 12.1612.15; and

Material Event. If such event If, prior to Closing, (a) would result the number of parking spaces on any Project are reduced by casualty or eminent domain below the number of parking space required to comply with applicable laws or the terms of any Lease or REA, (in b) the Improvements located on any Project are damaged and the cost of repair exceeds $10,000,000 (as mutually determined by Sellers and Purchaser’s reasonable opinion), (c) in costs to restore in excess of ten more than five percent (105%) of the Purchase Price or (b) would result in any (i) loss of access to the Premises which causes the Premises to fail to comply with applicable law or code, or (ii) material and adverse loss of parking at the Premises, or (c) would entitle subtenants occupying 10% or more of the aggregate rentable square feet of the medical office building constructed Improvements on the Land Property are taken under power of eminent domain, or (d) all access to any Project is destroyed or taken under power of eminent domain and the “MOB”cost to repair or replace such access exceeds $10,000,000 (as mutually determined by Sellers and Purchaser) (each, a "Material Event"), Purchaser may elect to terminate their Leases this Agreement prior to the Closing Date by giving written notice of its election to Sellers within thirty (any 30) days after receiving notice from Sellers of such eventdestruction or taking, a “which notice from Sellers shall contain such information as is reasonably necessary for Purchaser to make its election. In the event that Sellers' notice of the Material Event”)Event is received by Purchaser less than thirty (30) days prior to the scheduled Closing Date, then Purchaser shall have the option either right to adjourn the Closing to the extent necessary for Purchaser to have a period of thirty (i30) terminate this Agreement (by Purchaser’s delivery of written days after receiving Sellers' notice to Seller within twenty (20) days of Purchaser’s receipt of notice of the applicable event) or (ii) consummate the transaction contemplated by this Agreement notwithstanding such condemnation, destruction or damage. If determine whether Purchaser elects to consummate the transaction contemplated by this Agreement, Purchaser shall be entitled to receive the condemnation proceeds or settle the loss under all policies of insurance applicable to the destruction or damage and receive the proceeds of insurance applicable thereto, and Seller shall credit Purchaser for the amount of all deductibles under any insurance policies and further shall execute and deliver to Purchaser all required proofs of loss, assignments of claims and other similar items. If Purchaser elects to consummate the transaction contemplated by this Agreement notwithstanding such condemnation, destruction or damage, any material repair or restoration work carried out by Seller following such casualty or condemnation shall be subject to Purchaser’s approval, which approval shall not be unreasonably withheld, conditioned or delayed and Seller shall be entitled to retain such portion of the condemnation proceeds or proceeds of insurance policies as is necessary to reimburse Seller for the direct cost of such work paid to unrelated third parties. If Purchaser elects will elect to terminate this Agreement. If Purchaser does not give such written notice within such thirty (30) day period, (x) this Agreement shall, transaction shall be consummated on the Closing Date without further action reduction of the partiesPurchase Price, become null and void and neither party (y) the applicable Seller will assign to Purchaser the physical damage proceeds of any insurance policy(ies) payable to such Seller or such Seller's portion of any condemnation award (but such Seller shall have retain insurance recoveries or condemnation award reimbursing such Seller for its expenditures, if any, in making repairs or replacements of any rights such damage, destruction or obligations under this Agreementtaking), except as set forth in Sections 9.1.1and, 10if an insured casualty, 12.6 and 12.16; andpay to Purchaser the amount of any deductible.

Material Event. If such If, prior to Closing, the number of parking spaces on the Property are reduced below the minimum number required by governmental authorities (taking into account any applicable variance or permitted use, whether resulting from the condemnation event (a) would result (in Purchaser’s reasonable opinion) in costs to restore in excess or otherwise), the buildings are damaged or taken by condemnation or power of ten percent (10%) eminent domain and the value of the Purchase Price property taken or cost of repair exceeds $1,000,000.00 (b) would result as determined by Seller and its contractors in any (i) loss of access to the Premises which causes the Premises to fail to comply consultation with applicable law or code, or (ii) material and adverse loss of parking at the Premises, or (c) would entitle subtenants occupying 10% or more of the rentable square feet of the medical office building constructed on the Land (the “MOB”) to terminate their Leases (any such event, a “Material Event”), then Purchaser shall have the option either to (i) terminate this Agreement (by Purchaser’s delivery of written notice to Seller within twenty (20) days of Purchaser’s receipt of notice of the applicable event) or if prior to Closing the buildings are damaged by an uninsured casualty for which Seller has elected (iiat Seller's sole option) consummate not to repair the transaction contemplated by this Agreement notwithstanding such condemnation, destruction buildings or damage. If provide to Purchaser elects to consummate the transaction contemplated by this Agreement, Purchaser shall be entitled to receive the condemnation proceeds or settle the loss under all policies of insurance applicable to the destruction or damage and receive the proceeds of insurance applicable thereto, and Seller shall at Closing a credit Purchaser for the amount of the damage or if prior to Closing there is, in Purchaser's reasonable judgment a threat that all deductibles under any insurance policies and further shall execute and deliver of a part of the Property will be taken by condemnation or power of eminent domain (a "MATERIAL EVENT"), Purchaser may elect to Purchaser all required proofs terminate this Agreement by giving written notice of loss, assignments its election to Seller within five (5) business days after receiving written notice of claims and other similar itemssuch destruction or taking. If Purchaser elects to consummate the does not give such written notice within such five (5) business day period, this transaction contemplated by this Agreement notwithstanding such condemnation, destruction or damage, any material repair or restoration work carried out by Seller following such casualty or condemnation shall be subject to Purchaser’s approvalconsummated on the date and at the Purchase Price provided for in SECTION 2, which approval shall not be unreasonably withheld, conditioned or delayed and Seller shall be entitled will assign to retain such Purchaser the physical damage proceeds of any insurance policy(ies) payable to Seller, or Seller's portion of any condemnation award, in both cases, up to the condemnation proceeds or proceeds of insurance policies as is necessary to reimburse Seller for the direct cost of such work paid to unrelated third parties. If Purchaser elects to terminate this Agreement, this Agreement shall, without further action amount of the partiesPurchase Price, become null and void and neither party shall have and, if an insured casualty, pay to Purchaser the amount of any rights or obligations under this Agreement, except as set forth in Sections 9.1.1, 10, 12.6 and 12.16; anddeductible but not to exceed the amount of the loss.

Material Event. If such event If, prior to Closing, (a) would result the number of parking spaces on any Project are reduced by casualty or eminent domain below the number of parking space required to comply with applicable laws or the terms of any Lease, (in b) the Improvements located on any Project are damaged and the cost of repair exceeds $10,000,000 (as mutually determined by Sellers and Purchaser’s reasonable opinion), (c) in costs to restore in excess of ten more than five percent (105%) of the Purchase Price or (b) would result in any (i) loss of access to the Premises which causes the Premises to fail to comply with applicable law or code, or (ii) material and adverse loss of parking at the Premises, or (c) would entitle subtenants occupying 10% or more of the aggregate rentable square feet of the medical office building constructed Improvements on the Land Property are taken under power of eminent domain, or (d) all access to any Project is destroyed or taken under power of eminent domain and the “MOB”cost to repair or replace such access exceeds $10,000,000 (as mutually determined by Sellers and Purchaser) (each, a "Material Event"), Purchaser may elect to terminate their Leases this Agreement prior to the Closing Date by giving written notice of its election to Sellers within thirty (any 30) days after receiving notice from Sellers of such eventdestruction or taking, a “which notice from Sellers shall contain such information as is reasonably necessary for Purchaser to make its election. In the event that Sellers' notice of the Material Event”)Event is received by Purchaser less than thirty (30) days prior to the scheduled Closing Date, then Purchaser shall have the option either right to adjourn the Closing to the extent necessary for Purchaser to have a period of thirty (i30) terminate this Agreement (by Purchaser’s delivery of written days after receiving Sellers' notice to Seller within twenty (20) days of Purchaser’s receipt of notice of the applicable event) or (ii) consummate the transaction contemplated by this Agreement notwithstanding such condemnation, destruction or damage. If PURCHASE AND SALE AGREEMENT MPR PROPERTY determine whether Purchaser elects to consummate the transaction contemplated by this Agreement, Purchaser shall be entitled to receive the condemnation proceeds or settle the loss under all policies of insurance applicable to the destruction or damage and receive the proceeds of insurance applicable thereto, and Seller shall credit Purchaser for the amount of all deductibles under any insurance policies and further shall execute and deliver to Purchaser all required proofs of loss, assignments of claims and other similar items. If Purchaser elects to consummate the transaction contemplated by this Agreement notwithstanding such condemnation, destruction or damage, any material repair or restoration work carried out by Seller following such casualty or condemnation shall be subject to Purchaser’s approval, which approval shall not be unreasonably withheld, conditioned or delayed and Seller shall be entitled to retain such portion of the condemnation proceeds or proceeds of insurance policies as is necessary to reimburse Seller for the direct cost of such work paid to unrelated third parties. If Purchaser elects will elect to terminate this Agreement. If Purchaser does not give such written notice within such thirty (30) day period, (x) this Agreement shall, transaction shall be consummated on the Closing Date without further action reduction of the partiesPurchase Price, become null and void and neither party (y) the applicable Seller will assign to Purchaser the physical damage proceeds of any insurance policy(ies) payable to such Seller or such Seller's portion of any condemnation award (but such Seller shall have retain insurance recoveries or condemnation award reimbursing such Seller for its expenditures, if any, in making repairs or replacements of any rights such damage, destruction or obligations under this Agreementtaking), except as set forth in Sections 9.1.1and, 10if an insured casualty, 12.6 and 12.16; andpay to Purchaser the amount of any deductible.

Material Event. If such event (a) would result (in Purchaser’s reasonable opinion) in costs to restore in excess of ten five percent (105%) of the Purchase Price or (b) would result in any (i) loss of access to the Premises which causes the Premises to fail to comply with applicable law or code, or (ii) material and adverse loss of parking at the Premises, or (c) would entitle subtenants occupying 10% or more of the rentable square feet of the medical office building constructed on the Land (the “MOB”) to terminate their Leases (any such event, a “Material Event”), then Purchaser shall have the option either to (i) terminate this Agreement (by Purchaser’s delivery of written notice to Seller within twenty (20) days of Purchaser’s receipt of notice of the applicable event) or (ii) consummate the transaction contemplated by this Agreement notwithstanding such condemnation, destruction or damage. If Purchaser elects to consummate the transaction contemplated by this Agreement, Purchaser shall be entitled to receive the condemnation proceeds or settle the loss under all policies of insurance applicable to the destruction or damage and receive the proceeds of insurance applicable thereto, and Seller shall credit Purchaser for the amount of all deductibles under any insurance policies and further shall execute and deliver to Purchaser all required proofs of loss, assignments of claims and other similar items. If Purchaser elects to consummate the transaction contemplated by this Agreement notwithstanding such condemnation, destruction or damage, any material repair or restoration work carried out by Seller following such casualty or condemnation shall be subject to Purchaser’s approval, which approval shall not be unreasonably withheld, conditioned or delayed and Seller shall be entitled to retain such portion of the condemnation proceeds or proceeds of insurance policies as is necessary to reimburse Seller for the direct cost of such work paid to unrelated third parties. If Purchaser elects to terminate this Agreement, this Agreement shall, without further action of the parties, become null and void and neither party shall have any rights or obligations under this Agreement, except as set forth in Sections 9.1.1, 10, 12.6 and 12.16; and

Material Event. If such event (a) would result (in Purchaser’s reasonable opinion) in costs If, prior to restore in excess Closing, the number of ten parking spaces on the Property are reduced by fifteen percent (1015%) of the Purchase Price or (b) more, or such reduction would result in any a violation of applicable zoning laws, or covenants, conditions and restrictions affecting the Property, the buildings are damaged and the cost of repair exceeds $720,000.00 (ias determined by Seller and its contractors in consultation with Purchaser) loss of or access to the Premises which causes the Premises to fail to comply with applicable law or codeProperty is materially and adversely affected, or is destroyed or taken under power of eminent domain and the cost or repair exceeds $720,000 (iias determined by Seller and its contractors in consultation with Purchaser) material and adverse loss of parking at the Premises, or (c) would entitle subtenants occupying 10% or more of the rentable square feet of the medical office building constructed on the Land (the “MOB”) to terminate their Leases (any such event, a “Material Event”), then Purchaser shall have the option either may elect to (i) terminate this Agreement (by Purchaser’s delivery of giving written notice of its election to Seller within twenty seven (207) days of Purchaser’s receipt of after receiving notice of the applicable event) or (ii) consummate the transaction contemplated by this Agreement notwithstanding such condemnation, destruction or damagetaking. If Purchaser elects to consummate the does not give such written notice within such seven (7) day period, this transaction contemplated by this Agreement, Purchaser shall be entitled to receive consummated on the condemnation proceeds or settle date and at the loss under all policies of insurance applicable to the destruction or damage and receive the proceeds of insurance applicable theretoPurchase Price provided for in Section 2, and Seller shall credit will assign to Purchaser for the physical damage proceeds of any insurance policy(ies) payable to Seller, or Seller’s portion of any condemnation award, in both cases, up to the amount of all deductibles under any insurance policies and further shall execute and deliver the Purchase Price, and, if an insured casualty, pay to Purchaser all required proofs the amount of any deductible but not to exceed the amount of the loss. Notwithstanding the foregoing, if the Property suffers any damage or destruction that is an uninsured loss, assignments of claims and other similar items. If then Purchaser elects to consummate the transaction contemplated by may terminate this Agreement notwithstanding such condemnation, destruction or damage, any material repair or restoration work carried out by Seller following such casualty or condemnation in which event the Deposit shall be subject refunded to Purchaser’s approval, which approval shall not be unreasonably withheld, conditioned or delayed and Seller shall be entitled to retain such portion of the condemnation proceeds or proceeds of insurance policies as is necessary to reimburse Seller for the direct cost of such work paid to unrelated third parties. If Purchaser elects to terminate this Agreement, this Agreement shall, without further action of the parties, become null and void and neither party shall have any rights further right or obligations under this Agreementobligation hereunder other than the Surviving Obligations; provided, except as set forth however, that Seller can supersede Purchaser’s termination right for such uninsured loss by providing a credit to Purchaser at Closing in Sections 9.1.1, 10, 12.6 and 12.16; andthe amount of the uninsured loss.

Material Event. If such event If, prior to Closing, (a) would result (in Purchaser’s reasonable opinion) in costs to restore in excess the number of ten percent (10%) parking spaces on any Project are reduced by casualty or eminent domain below the number of the Purchase Price or (b) would result in any (i) loss of access to the Premises which causes the Premises to fail parking space required to comply with applicable law laws or codethe terms of any Lease, or (iib) material the Improvements located on any Project are damaged and adverse loss the cost of parking at the Premisesrepair exceeds $10,000,000 (as mutually determined by Sellers and Purchaser), or (c) would entitle subtenants occupying 10% or more of than five percent (5%)of the aggregate rentable square feet of the medical office building constructed Improvements on the Land Property are taken under power of eminent domain, or (d) all access to any Project is destroyed or taken under power of eminent domain and the “MOB”cost to repair or replace such access exceeds $10,000,000 (as mutually determined by Sellers and Purchaser) (each, a "Material Event"), Purchaser may elect to terminate their Leases this Agreement prior to the Closing Date by giving written notice of its election to Sellers within thirty (any 30) days after receiving notice from Sellers of such eventdestruction or taking, a “which notice from Sellers shall contain such information as is reasonably necessary for Purchaser to make its election. In the event that Sellers' notice of the Material Event”)Event is received by Purchaser less than thirty (30) days prior to the scheduled Closing Date, then Purchaser shall have the option either right to adjourn the Closing to the extent necessary for Purchaser to have a period of thirty (i30) terminate this Agreement (by Purchaser’s delivery of written days after receiving Sellers' notice to Seller within twenty (20) days of Purchaser’s receipt of notice of the applicable event) or (ii) consummate the transaction contemplated by this Agreement notwithstanding such condemnation, destruction or damage. If determine whether Purchaser elects to consummate the transaction contemplated by this Agreement, Purchaser shall be entitled to receive the condemnation proceeds or settle the loss under all policies of insurance applicable to the destruction or damage and receive the proceeds of insurance applicable thereto, and Seller shall credit Purchaser for the amount of all deductibles under any insurance policies and further shall execute and deliver to Purchaser all required proofs of loss, assignments of claims and other similar items. If Purchaser elects to consummate the transaction contemplated by this Agreement notwithstanding such condemnation, destruction or damage, any material repair or restoration work carried out by Seller following such casualty or condemnation shall be subject to Purchaser’s approval, which approval shall not be unreasonably withheld, conditioned or delayed and Seller shall be entitled to retain such portion of the condemnation proceeds or proceeds of insurance policies as is necessary to reimburse Seller for the direct cost of such work paid to unrelated third parties. If Purchaser elects will elect to terminate this Agreement. If Purchaser does not give such written notice within such thirty (30) day period, (x) this Agreement shall, transaction shall be consummated on the Closing Date without further action reduction of the partiesPurchase Price, become null and void and neither party (y) the applicable Seller will assign to Purchaser the physical damage proceeds of any insurance policy(ies) payable to such Seller or such Seller's portion of any condemnation award (but such Seller shall have retain insurance recoveries or condemnation award reimbursing such Seller for its expenditures, if any, in making repairs or replacements of any rights such damage, destruction or obligations under this Agreementtaking), except as set forth in Sections 9.1.1and, 10if an insured casualty, 12.6 and 12.16; andpay to Purchaser the amount of any deductible.

Material Event. If such event (a) would result (in Purchaser’s reasonable opinion) in costs If, prior to restore in excess of Closing, ten percent (10%) of the Purchase Price or (b) would result in any (i) loss of access to the Premises which causes the Premises to fail to comply with applicable law or code, or (ii) material and adverse loss of parking at the Premises, or (c) would entitle subtenants occupying 10% or more of the net rentable square feet area of the medical office building constructed Building or of the parking spaces on the Land Property or (i) the “MOB”Property is damaged and repairs are reasonably estimated to equal or exceed $1,000,000, (ii) all access to the Property is rendered completely untenantable, or is destroyed, (iii) any material portion of the Property is taken under power of eminent domain, or an action is initiated or threatened to take any material portion of the Property under power of eminent domain, or (iv) any Major Tenant has a right to terminate their Leases in connection with any casualty damage or condemnation that occurs after the Effective Date (any such event, each of the foregoing collectively referred to as a “Material Event”), then Purchaser shall have the option either may elect to (i) terminate this Agreement (by Purchaser’s delivery of giving written notice of its election to Seller within twenty (205) business days of Purchaser’s receipt of after receiving notice of such destruction or taking (but not later than the applicable eventClosing), whereupon the Deposit (together with any interest accrued thereon) or (ii) consummate the transaction contemplated by shall be returned to Purchaser and this Agreement notwithstanding such condemnation, destruction or damage. If Purchaser elects to consummate the transaction contemplated by this Agreement, Purchaser shall be entitled to receive the condemnation proceeds deemed cancelled and of no further force or settle the loss under all policies of insurance applicable to the destruction or damage and receive the proceeds of insurance applicable theretoeffect, and Seller shall credit Purchaser for the amount of all deductibles under any insurance policies and further shall execute and deliver to Purchaser all required proofs of loss, assignments of claims and other similar items. If Purchaser elects to consummate the transaction contemplated by this Agreement notwithstanding such condemnation, destruction or damage, any material repair or restoration work carried out by Seller following such casualty or condemnation shall be subject to Purchaser’s approval, which approval shall not be unreasonably withheld, conditioned or delayed and Seller shall be entitled to retain such portion of the condemnation proceeds or proceeds of insurance policies as is necessary to reimburse Seller for the direct cost of such work paid to unrelated third parties. If Purchaser elects to terminate this Agreement, this Agreement shall, without further action of the parties, become null and void and neither party shall have any further rights or obligations under liabilities against or to the other except for such provisions which are expressly provided in this AgreementAgreement to survive the termination hereof. If Purchaser does not give such written notice within such period, except this transaction shall be consummated on the date and at the Purchase Price provided for in Section 1, and Seller shall assign to Purchaser the physical damage proceeds of any insurance policy(ies) payable to Seller, or Seller’s portion of any condemnation award, as set forth applicable, in Sections 9.1.1both cases up to the amount of the Purchase Price and including any rights of Seller to prosecute, 10settle, 12.6 and 12.16; compromise, or appeal such payments, and, if an insured casualty, pay to Purchaser the amount of any deductible, if not previously paid by Seller, but not to exceed the amount of the loss.

Material Event. If such event (a) would result (in Purchaser’s reasonable opinion) in costs to restore in excess of ten percent (10%) of the Purchase Price $350,000 or (b) would result in any (i) loss of access to the Premises Property which causes the Premises Property to fail to comply with applicable law laws or codecodes, or (ii) material and adverse loss of parking at the PremisesProperty, or (c) would entitle subtenants occupying 10% or more any of the rentable square feet of tenants at the medical office building constructed on the Land (the “MOB”) Property to terminate their Leases Leases, or (d) would result in an uninsured cost to restore the Improvements to substantially the same condition as prior to such event in excess of $30,000 (excluding the amount of any deductible) (any such event, a “Material Event”), ) then Purchaser shall have the option either to (i) terminate this Agreement (by Purchaser’s delivery of written notice given to Seller within twenty (20) days of Purchaser’s receipt of notice of the applicable event) or (ii) consummate the transaction contemplated by this Agreement notwithstanding such condemnation, destruction or damage; provided, however, if Purchaser elects to terminate this Agreement for an uninsured casualty pursuant to clause (d), then Seller may elect, by giving written notice to Purchaser within five (5) business days after receipt of Purchaser’s notice terminating this Agreement, to give Purchaser a credit against the Purchase Price for the entire uninsured cost to restore the Improvements to substantially the same condition as prior to such event, in which case Purchaser’s termination notice will be deemed rescinded and this Agreement will continue in full force and effect. If Purchaser elects to consummate the transaction contemplated by this Agreement, Purchaser shall be entitled to receive the condemnation proceeds (except any related to loss of rentals or income for the period prior to Closing, to which Seller shall be entitled) or settle the loss under all policies of insurance applicable to the destruction or damage and receive the proceeds of insurance applicable theretothereto (other than the proceeds of any business or rental interruption insurance applicable to the period prior to Closing, to which Seller shall be entitled), and Seller shall credit Purchaser for the lesser of the cost to repair the damage or destruction or the amount of all deductibles under any insurance policies and further Seller shall execute and deliver to Purchaser all required proofs of loss, assignments of claims and other similar items. If Purchaser elects to consummate the transaction contemplated by this Agreement notwithstanding such condemnation, destruction or damage, any material repair or restoration work carried out by Seller following such casualty or condemnation shall be subject to Purchaser’s approval, which approval shall not be unreasonably withheld, conditioned or delayed and Seller shall be entitled to retain such portion of the condemnation proceeds or proceeds of insurance policies as is necessary to reimburse Seller for the direct cost of such work paid to unrelated third parties. If Purchaser elects to terminate this Agreement, this Agreement shall, without further action of the parties, become null and void and neither party shall have any rights or obligations under this Agreement, except as set forth in Sections 9.1.1, 10, 12.6 and 12.16; and.