Common use of Material Loss Clause in Contracts

Material Loss. In the event that, prior to the Closing, the Real Property shall suffer a Material Loss or Seller shall receive notice of the commencement or the threat of commencement of any eminent domain or condemnation proceeding which involves any portion of the Real Property (“Condemnation Proceeding”), Seller shall immediately notify Buyer of such Material Loss or Condemnation Proceeding and, in such a case: (i) Buyer shall have the right to terminate this Agreement and the Escrow pursuant to the terms of Section 8.5(a) hereof; or (ii) accept the Property in its then existing condition and purchase and acquire the Property in accordance with the terms and conditions of this Agreement, subject to the terms and conditions described in this Section 8.3. In the event of a Material Loss, if Buyer exercises its right to purchase and acquire the Property in its present condition, then Seller shall pay and assign to Buyer on the Closing any and all casualty insurance proceeds previously paid or payable to Seller, and Buyer shall be entitled to a credit against the Purchase Price in an amount equal to the sum of: (A) any insurance deductible; and (B) an amount equal to the estimated costs, fees and expenses to repair and/or replace the uninsured portion of the Material Loss. In the event of a Condemnation Proceeding, if Buyer exercises its right to purchase and acquire the Property in its present condition, then Seller shall pay or assign to Buyer on the Closing any amount of compensation, awards or other payments or relief previously paid or payable to Seller resulting from such Condemnation Proceeding. Buyer’s termination right or Buyer’s acceptance right shall be exercised by written notice to Seller within thirty (30) Calendar Days (but in no event later than the Closing Date) after Buyer receives written notice from Seller of the occurrence of the Material Loss or Condemnation Proceeding.

Material Loss. In If (a) the event thatCasualty Renovation Cost for any single Property exceeds ten percent (10%) of such Property’s Allocated Amount, prior or if the Casualty Renovation Costs, in the aggregate for all of the Properties that have suffered a casualty, exceeds two and one half percent (2.5%) of the Purchase Price, (b) the Casualty would reduce available parking below that required by, or in general cause a violation of, any Legal Requirements or any Permitted Exceptions, (c) the Casualty would impair reasonable access to the Closing, Property without comparable substitute access acceptable to Purchaser being available or (d) the Real Property shall suffer a Material Loss or Seller shall receive notice of the commencement or the threat of commencement of Casualty gives any eminent domain or condemnation proceeding which involves any portion of the Real Property (“Condemnation Proceeding”), Seller shall immediately notify Buyer of such Material Loss or Condemnation Proceeding and, in such a case: (i) Buyer shall have Required Tenant the right to terminate its Lease (which right has not then been waived in writing by all such Required Tenants), then Purchaser may, at its option, elect to either (i) terminate this Agreement and the Escrow pursuant with respect to the terms of Section 8.5(a) hereof; impacted Property or Properties or (ii) accept the Property terminate this Agreement in its then existing condition and purchase and acquire the Property in accordance with the terms and conditions of this Agreement, subject entirety. Such termination right may be exercised only by Notice to the terms Sellers within ten (10) Business Days after the date that the Casualty Renovation Cost for such Property or in the aggregate for all Properties that have suffered casualties is determined to exceed the applicable amount stated in the preceding sentence (and conditions described if necessary the Closing Date will be extended to accommodate such ten (10) business day period), and in this Section 8.3. In the event of a Material Losstermination hereof with respect only to the impacted Property or Properties, if Buyer exercises its right the Purchase Price shall be reduced by the Allocated Amount of the impacted Property or Properties. If this Agreement can be terminated pursuant to purchase and acquire the Property in its present conditionpreceding provisions of this Section 12.13.2, but Purchaser does not elect to terminate this Agreement pursuant to such provision, then Seller shall pay and assign to Buyer on the Closing any shall take place as provided herein and all casualty insurance proceeds previously paid or payable to Seller, and Buyer Purchaser shall be entitled to receive a credit against the Purchase Price in an the amount equal of the Casualty Renovation Cost and the Sellers shall assign to Purchaser the proceeds of any business interruption insurance policy(ies) payable to the sum of: (A) any insurance deductible; and (B) an amount equal to Sellers for the estimated costs, fees and expenses to repair and/or replace period after the uninsured portion Closing Date for loss of revenue suffered by the Purchaser as a result of the Material Loss. In the event of a Condemnation Proceeding, if Buyer exercises its right to purchase and acquire the Property in its present condition, then Seller shall pay or assign to Buyer on the Closing any amount of compensation, awards or other payments or relief previously paid or payable to Seller resulting from such Condemnation Proceeding. Buyer’s termination right or Buyer’s acceptance right shall be exercised by written notice to Seller within thirty (30) Calendar Days (but in no event later than the Closing Date) after Buyer receives written notice from Seller of the occurrence of the Material Loss or Condemnation ProceedingCasualty.

Material Loss. In the event that, prior to the Closing, the Real Property shall suffer a Material Loss or Seller shall receive notice of the commencement or the threat of commencement of any eminent domain or condemnation proceeding which involves any portion of the Real Property (“"Condemnation Proceeding”"), Seller shall immediately notify Buyer of such Material Loss or Condemnation Proceeding and, in such a case: (i) Buyer shall have the right to terminate this Agreement and the Escrow pursuant to the terms of Section 8.5(a) hereof; or (ii) accept the Property in its then then-existing condition and purchase and acquire the Property in accordance with the terms and conditions of this Agreement, subject to the terms and conditions described in this Section 8.3. In the event of a Material Loss, if Buyer exercises its right to purchase and acquire the Property in its present condition, then Seller shall pay and or assign to Buyer on the Closing any and all casualty insurance proceeds previously paid or payable to Seller, and Buyer shall be entitled to a credit against the Purchase Price in an amount equal to the sum of: (A) any insurance deductible; and (B) an amount equal to the estimated costs, fees and expenses to repair and/or replace the uninsured portion of the Material Loss. In the event of a Condemnation Proceeding, if Buyer exercises its right to purchase and acquire the Property in its present condition, then Seller shall pay or assign to Buyer on the Closing any amount of compensation, awards or other payments or relief previously paid or payable to Seller resulting from such Condemnation Proceeding. Buyer’s 's termination right or Buyer’s 's acceptance right shall be exercised by written notice to Seller within thirty (30) Calendar Days (but in no event later than the Closing Date) after Buyer receives written notice from Seller of the occurrence of the Material Loss or Condemnation Proceeding.

Material Loss. In the event that, prior to the Closing, the Real Property shall suffer a Material Loss or Seller shall receive notice of the commencement or the threat of commencement of any eminent domain or condemnation proceeding which involves any material portion of the Real Property (“Condemnation Proceeding”), Seller shall immediately notify Buyer of such Material Loss or Condemnation Proceeding and, in such a case: (i) Buyer shall have the right to terminate this Agreement and the Escrow pursuant to the terms of Section 8.5(a) hereof; or (ii) accept the Property in its then existing condition and purchase and acquire the Property in accordance with the terms and conditions of this Agreement, subject to the terms and conditions described in this Section 8.3. In the event of a Material Loss, if Buyer exercises its right to purchase and acquire the Property in its present condition, then Seller shall pay and assign to Buyer on the Closing any and all casualty insurance proceeds previously paid or payable to Seller, and Buyer shall be entitled to a credit against the Purchase Price in an amount equal to the sum ofto: (A) for an insured loss, any insurance deductible; and (B) for an uninsured loss, an amount equal to the estimated costs, fees and expenses to repair and/or replace the uninsured portion of the Material LossLoss up to Two Hundred Fifty Thousand Dollars ($250,000.00), less any reasonable 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). In the event of a Condemnation Proceeding, if Buyer exercises its right to purchase and acquire the Property in its present condition, then Seller shall pay or assign to Buyer on the Closing any amount of compensation, awards or other payments or relief previously paid or payable to Seller resulting from such Condemnation Proceeding. Buyer’s termination right or Buyer’s acceptance right shall be exercised by written notice to Seller within thirty ten (3010) Calendar Days (but in no event later than the Closing Date) after Buyer receives written notice from Seller of the occurrence of the Material Loss or Condemnation Proceeding.

Material Loss. In If the event thatCasualty Renovation Cost (a) for any single Property that is not a Multi-Building Property exceeds ten percent (10%) of such Property’s Allocated Amount, prior to (b) for any single Multi-Building Property exceeds six percent (6%) of such Property’s Allocated Amount, or (c) in the Closing, the Real Property shall suffer a Material Loss or Seller shall receive notice aggregate for all of the commencement or the threat of commencement of any eminent domain or condemnation proceeding which involves any portion Properties that have suffered a casualty, exceeds ten percent (10%) of the Real Property (“Condemnation Proceeding”)Purchase Price, Seller shall immediately notify Buyer of such Material Loss or Condemnation Proceeding andthen Purchaser may, in such a case: (i) Buyer shall have the right at its option, elect to terminate this Agreement with respect to (i) only the impacted Property or Properties that each exceeds ten percent (10%) of such Property’s Allocated Amount for Properties that are not Multi-Building Properties, and the Escrow pursuant to the terms six percent (6%) of Section 8.5(a) hereof; such Property’s Allocated Amount for Multi-Building Properties, or (ii) accept with respect to all Properties only if the Property aggregate Casualty Renovation Costs for all Properties exceed ten percent (10%) of the Purchase Price, in its then existing condition which case the entire Xxxxxxx Money Deposit shall be promptly returned to Purchaser and purchase and acquire the Property in accordance with the terms and conditions parties shall have no further obligations, except those that expressly survive termination of this Agreement, subject . Such termination right may be exercised only by Notice to the terms Seller within ten (10) Business Days after receipt of the Casualty Notice (and conditions described if necessary the Closing Date will be extended to accommodate such ten (10) Business Day period), and in this Section 8.3. In the event of a Material Losstermination hereof with respect to the impacted Property or Properties, if Buyer exercises its right to purchase and acquire the Property in its present condition, then Seller shall pay and assign to Buyer on the Closing any and all casualty insurance proceeds previously paid or payable to Seller, and Buyer shall be entitled to a credit against the Purchase Price in an amount equal shall be reduced by the Allocated Amount of the impacted Property or Properties. If this Agreement can be terminated pursuant to the sum of: (A) preceding provisions of this Section 12.13.2, but Purchaser does not elect to terminate this Agreement pursuant to such provision, then the Closing shall take place as provided herein without reduction of the Purchase Price, and the Sellers shall assign the insurance proceeds to Purchaser in the event the Casualty is insured against and the Sellers shall pay to Purchaser the amount of any deductible not already otherwise paid by the Sellers under applicable insurance deductible; and (B) an amount equal to policies, or have the estimated costs, fees and expenses to repair and/or replace Purchase Price reduced by all or a portion of Casualty Renovation Cost in the uninsured event all or a portion of the Material Loss. In the event of a Condemnation Proceeding, if Buyer exercises its right to purchase and acquire the Property in its present condition, then Seller shall pay or assign to Buyer on the Closing any amount of compensation, awards or other payments or relief previously paid or payable to Seller resulting from such Condemnation Proceeding. Buyer’s termination right or Buyer’s acceptance right shall be exercised by written notice to Seller within thirty (30) Calendar Days (but in no event later than the Closing Date) after Buyer receives written notice from Seller of the occurrence of the Material Loss or Condemnation ProceedingCasualty is not insured against.

Material Loss. In the event that, prior to the Closing, the Real Property shall suffer a Material Loss or Seller shall receive notice of the commencement or the threat of commencement of any eminent domain or condemnation proceeding which involves any portion of the Real Property (“"Condemnation Proceeding”"), Seller shall immediately notify Buyer of such Material Loss or Condemnation Proceeding and, in such a case: (i) Buyer shall have the right to terminate this Agreement and the Escrow pursuant to the terms of Section 8.5(a) hereof; or (ii) accept the Property in its then then-existing condition and purchase and acquire the Property in accordance with the terms and conditions of this Agreement, subject to the terms and conditions described in this Section 8.3. In the event of a Material Loss, if Buyer exercises its right to purchase and acquire the Property in its present condition, then Seller shall pay and or assign to Buyer on the Closing any and all casualty insurance proceeds previously paid or payable to Seller, and Buyer shall be entitled to a credit against the Initial Purchase Price in an amount equal to the sum of: (A) any insurance deductible; and (B) , as well as an amount equal to the estimated costs, fees and expenses to repair and/or replace restore to its prior condition the uninsured portion of the Material Loss, less any reasonable out-of-pocket costs expended by Seller in connection with the repair or restoration of the Property, as evidenced by invoices and other reasonably supporting documentation delivered by Seller to Buyer. In the event of a Condemnation Proceeding, if Buyer exercises its right to purchase and acquire the Property in its present condition, then Seller shall pay or assign to Buyer on the Closing any amount of compensation, awards or other payments or relief previously paid or payable to Seller resulting from such Condemnation Proceeding. Buyer’s 's termination right or Buyer’s 's acceptance right shall be exercised by written notice to Seller within thirty (30) Calendar Days (but in no event later than the Closing Date) after Buyer receives written notice from Seller of the occurrence of the Material Loss or Condemnation Proceeding.

Material Loss. In If the event thatCasualty Renovation Cost for any single Property exceeds five percent (5%) of such Property’s Allocated Amount, prior to or if the ClosingCasualty Renovation Costs, in the Real Property shall suffer a Material Loss or Seller shall receive notice aggregate for all of the commencement or the threat of commencement of any eminent domain or condemnation proceeding which involves any portion Properties that have suffered a casualty, exceeds two and one half percent (2.5%) of the Real Property (“Condemnation Proceeding”)Purchase Price, Seller shall immediately notify Buyer of such Material Loss or Condemnation Proceeding andthen Purchaser may, in such a case: (i) Buyer shall have the right at its option, elect to terminate this Agreement and the Escrow pursuant with respect to the terms of Section 8.5(a) hereof; impacted Property or (ii) accept the Property in its then existing condition and purchase and acquire the Property in accordance with the terms and conditions of this Agreement, subject Properties. Such termination right may be exercised only by Notice to the terms Seller within ten (10) business days after the date that the Casualty Renovation Cost for such Property or in the aggregate for all Properties that WRIT Industrial II have suffered casualties is determined to exceed the applicable amount stated in the preceding sentence (and conditions described if necessary the Closing Date will be extended to accommodate such ten (10) business day period), and in this Section 8.3. In the event of a Material Losstermination hereof with respect to the impacted Property or Properties, if Buyer exercises its right to purchase and acquire the Property in its present condition, then Seller shall pay and assign to Buyer on the Closing any and all casualty insurance proceeds previously paid or payable to Seller, and Buyer shall be entitled to a credit against the Purchase Price in an amount equal shall be reduced by the Allocated Amount of the impacted Property or Properties. If this Agreement can be terminated pursuant to the sum of: (A) any insurance deductible; and (B) an amount equal preceding provisions of this Section 12.13.2, but Purchaser does not elect to terminate this Agreement pursuant to such provision, then the estimated costs, fees and expenses to repair and/or replace the uninsured portion Closing shall take place as provided herein without reduction of the Material Loss. In Purchase Price, and the Sellers shall assign the insurance proceeds to Purchaser in the event of a Condemnation Proceeding, if Buyer exercises its right to purchase the Casualty is insured against and acquire the Property in its present condition, then Seller Sellers shall pay or assign to Buyer on Purchaser the Closing any amount of compensationany deductible not already otherwise paid by the Sellers under applicable insurance policies, awards or other payments or relief previously paid or payable have the Purchase Price reduced by the Casualty Renovation Cost in the event the Casualty is not fully insured against (subject to Seller resulting from such Condemnation Proceeding. Buyer’s termination right or Buyer’s acceptance right shall be exercised by written notice to Seller within thirty (30) Calendar Days (but in no event later than the Closing Date) after Buyer receives written notice from Seller of the occurrence of the Material Loss or Condemnation Proceedingfurther adjustment for actual restoration costs).

Material Loss. In If the event thatCasualty Renovation Cost for any single Property exceeds five percent (5%) of such Property’s Allocated Amount, prior to or if the ClosingCasualty Renovation Costs, in the Real Property shall suffer a Material Loss or Seller shall receive notice aggregate for all of the commencement or the threat of commencement of any eminent domain or condemnation proceeding which involves any portion Properties that have suffered a casualty, exceeds two and one half percent (2.5%) of the Real Property (“Condemnation Proceeding”)Purchase Price, Seller shall immediately notify Buyer of such Material Loss or Condemnation Proceeding andthen Purchaser may, in such a case: (i) Buyer shall have the right at its option, elect to terminate this Agreement and the Escrow pursuant with respect to the terms of Section 8.5(a) hereof; impacted Property or (ii) accept the Property in its then existing condition and purchase and acquire the Property in accordance with the terms and conditions of this Agreement, subject Properties. Such termination right may be exercised only by Notice to the terms Seller within ten (10) business days after the date that the Casualty Renovation Cost for such Property or in the aggregate for all Properties that WRIT Industrial I have suffered casualties is determined to exceed the applicable amount stated in the preceding sentence (and conditions described if necessary the Closing Date will be extended to accommodate such ten (10) business day period), and in this Section 8.3. In the event of a Material Losstermination hereof with respect to the impacted Property or Properties, if Buyer exercises its right to purchase and acquire the Property in its present condition, then Seller shall pay and assign to Buyer on the Closing any and all casualty insurance proceeds previously paid or payable to Seller, and Buyer shall be entitled to a credit against the Purchase Price in an amount equal shall be reduced by the Allocated Amount of the impacted Property or Properties. If this Agreement can be terminated pursuant to the sum of: (A) any insurance deductible; and (B) an amount equal preceding provisions of this Section 12.13.2, but Purchaser does not elect to terminate this Agreement pursuant to such provision, then the estimated costs, fees and expenses to repair and/or replace the uninsured portion Closing shall take place as provided herein without reduction of the Material Loss. In Purchase Price, and the Sellers shall assign the insurance proceeds to Purchaser in the event of a Condemnation Proceeding, if Buyer exercises its right to purchase the Casualty is insured against and acquire the Property in its present condition, then Seller Sellers shall pay or assign to Buyer on Purchaser the Closing any amount of compensationany deductible not already otherwise paid by the Sellers under applicable insurance policies, awards or other payments or relief previously paid or payable have the Purchase Price reduced by the Casualty Renovation Cost in the event the Casualty is not fully insured against (subject to Seller resulting from such Condemnation Proceeding. Buyer’s termination right or Buyer’s acceptance right shall be exercised by written notice to Seller within thirty (30) Calendar Days (but in no event later than the Closing Date) after Buyer receives written notice from Seller of the occurrence of the Material Loss or Condemnation Proceedingfurther adjustment for actual restoration costs).

Material Loss. In the event that, prior to the Closing, the Real Property any Improved Parcel shall suffer a Material Loss Loss, or if any Seller shall receive notice of the commencement or the imminent threat of commencement of any eminent domain or condemnation proceeding which involves any material portion of any Improved Parcel such that the Real Property Improved Parcel would be materially and adversely affected (and for purposes hereof any such proceeding that would permanently restrict or close any primary access points to the Improved Parcels from any existing rights of way or that would otherwise allow for any Major Tenant to terminate such Major Tenant’s Lease shall be deemed material and adverse) (“Condemnation Proceeding”), such Seller shall immediately promptly notify Buyer of such Material Loss or Condemnation Proceeding and, in such a case: (i) Buyer shall have the right to terminate this Agreement and the Escrow pursuant to the terms of Section 8.5(a) hereof; or (ii) accept the Property in its then existing condition and purchase and acquire the Property in accordance with the terms and conditions of this AgreementAgreement and without a reduction in the Purchase Price (except as otherwise expressly provided for herein), subject to the terms and conditions described in this Section 8.3. In the event of a Material Loss, if Buyer exercises its right to purchase and acquire the Property in its present condition, then each Seller shall pay and assign to Buyer on the Closing Closing, upon the written consent of the applicable insurer, any and all casualty insurance proceeds previously paid (and not yet used by such Seller to secure, repair or restore the Property) or payable to such Seller, and Buyer shall be entitled to a credit against the Purchase Price in an amount equal to the sum of: (A) of any insurance deductible; and (B) an amount equal . In the event the applicable insurer will not consent to the estimated costsassignments of any insurance claim to Buyer, fees such Seller shall pursue the applicable insurance claim on behalf of Buyer (and Buyer shall assist such Seller as reasonably requested by Seller) and will turn over insurance proceeds from such claim to Buyer, less any actual expenses to repair and/or replace the uninsured portion of the Material Losssuch Seller’s pursuit of such insurance claim, upon Seller’s receipt of same. In the event of a Condemnation Proceeding, if Buyer exercises its right to purchase and acquire the Property in its present condition, then each Seller shall pay or assign to Buyer on the Closing any amount of compensation, awards or other payments or relief previously paid (and not yet used by such Seller to secure, repair or restore the Property) or payable to such Seller resulting from such Condemnation Proceeding. Buyer’s termination right or Buyer’s acceptance right shall be exercised by written notice to Seller Sellers within thirty (30) Calendar Days (but in no event later than the Closing Date) after Buyer receives written notice from any Seller of the occurrence of the Material Loss or Condemnation Proceeding.

Material Loss. In the event that, prior to the ClosingClosing Date, the Real Property shall suffer a Material Loss or Seller shall receive notice of the commencement or the threat of commencement of any eminent domain or condemnation proceeding which involves any portion of the Real Property (“Condemnation Proceeding”)Loss, Seller shall immediately notify Buyer Purchaser of such Material Loss or Condemnation Proceeding and, in such a case: (i) Buyer Purchaser shall have the right to terminate this Agreement and the Escrow pursuant to the terms of Section 8.5(a) hereof; or (ii) accept Purchaser shall have the Property in its then existing condition and right to purchase and acquire the Country Club Property in accordance with the terms and conditions of this Agreement, subject to the terms and conditions described in this Section 8.39.1(a). In the event of a Material Loss, if Buyer If Purchaser exercises its right to continue with the purchase and acquire of the Property in its present conditionCountry Club Property, then Purchaser and Seller shall pay endeavor to agree upon an adjustment of the Purchase Price that reflects the loss sustained by the Country Club Property and if such agreement is reached the Purchase Price so negotiated shall be substituted as the Purchase Price in Section 3.1. If the Purchaser and Seller are unable to agree on a revised Purchase Price and if Purchaser declines to exercise its rights to terminate this Agreement, the Purchaser shall proceed with consummation of the transaction at the initial Purchase Price specified in Section 3.1 provided, however, in that event Seller shall assign to Buyer on the Closing Purchaser any and all casualty insurance proceeds previously paid or thereafter payable to Seller, Seller as a consequence of and Buyer shall be entitled directly related to a credit against the Purchase Price in an amount equal to the sum of: (A) any insurance deductible; and (B) an amount equal to the estimated costs, fees and expenses to repair and/or replace the uninsured portion of the such Material Loss. In the event of a Condemnation Proceeding, if Buyer exercises its right to purchase and acquire the Property in its present condition, then Seller shall pay or assign to Buyer on the Closing any amount of compensation, awards or other payments or relief previously paid or payable to Seller resulting from such Condemnation Proceeding. BuyerPurchaser’s termination right or Buyer’s acceptance right right, as the case may be, shall be exercised by written notice from the Purchaser to the Seller within thirty (30) Calendar Days (but in no event later than the Closing Date) after Buyer Purchaser receives written notice from the Seller of the occurrence of the Material Loss or Condemnation ProceedingLoss, provided further, such thirty (30) days notice requirement shall be stayed during any period of good faith negotiation about a revised Purchase Price.

Material Loss. In the event that, prior to the Closing, the Real Property shall suffer a Material Loss or Seller shall receive notice of the commencement or the threat of commencement of any eminent domain or condemnation proceeding which involves any portion of the Real Property (“"Condemnation Proceeding”"), Seller shall immediately notify Buyer of such Material Loss or Condemnation Proceeding and, in such a case: (i) Buyer shall have the right to terminate this Agreement and the Escrow pursuant to the terms of Section 8.5(a) hereof; or (ii) accept the Property in its then then-existing condition and purchase and acquire the Property in accordance with the terms and conditions of this Agreement, subject to the terms and conditions described in this Section 8.3. In the event of a Material Loss, if Buyer exercises its right to purchase and acquire the Property in its present condition, then Seller shall pay and or assign to Buyer on the Closing any and all casualty insurance proceeds previously paid or payable to Seller, and Buyer shall be entitled to a credit against the Purchase Price in an amount equal to the sum of: (A) any insurance deductible; and (B) , as well as an amount equal to the estimated costs, fees and expenses to repair and/or replace the uninsured portion of the Material Loss. In the event of a Condemnation Proceeding, if Buyer exercises its right to purchase and acquire the Property in its present condition, then Seller shall pay or assign to Buyer on the Closing any amount of compensation, awards or other payments or relief previously paid or payable to Seller resulting from such Condemnation Proceeding. Buyer’s 's termination right or Buyer’s 's acceptance right shall be exercised by written notice to Seller within thirty (30) Calendar Days (but in no event later than the Closing Date) after Buyer receives written notice from Seller of the occurrence of the Material Loss or Condemnation Proceeding.

Material Loss. In the event that, prior to the Closing, the Real Property shall suffer a Material Loss or Seller shall receive notice of the commencement or the threat of commencement of any eminent domain or condemnation proceeding which involves any portion of the Real Property (“"Condemnation Proceeding”"), Seller shall immediately notify Buyer of such Material Loss or Condemnation Proceeding and, in such a case: (i) Buyer shall have the right to terminate this Agreement and the Escrow pursuant to the terms of Section 8.5(a) hereof; or (ii) accept the Property in its then then-existing condition and purchase and acquire the Property in accordance with the terms and conditions of this Agreement, subject to the terms and conditions described in this Section 8.3. In the event of a Material Loss, if Buyer exercises its right to purchase and acquire the Property in its present condition, then Seller shall pay and or assign to Buyer on the Closing any and all casualty insurance proceeds previously paid or payable to SellerSeller (pursuant to the Existing PSA or otherwise), and Buyer shall be entitled to a credit against the Purchase Price in an amount equal to the sum of: (A) any insurance deductible; and (B) , as well as an amount equal to the estimated costs, fees and expenses to repair and/or replace the uninsured portion of the Material Loss. In the event of a Condemnation Proceeding, if Buyer exercises its right to purchase and acquire the Property in its present condition, then Seller shall pay or assign to Buyer on the Closing any amount of compensation, awards or other payments or relief previously paid or payable to Seller (pursuant to the Existing PSA or otherwise) resulting from such Condemnation Proceeding. Buyer’s 's termination right or Buyer’s Xxxxx's acceptance right shall be exercised by written notice to Seller within thirty (30) Calendar Days (but in no event later than the Closing Date) after Buyer Xxxxx receives written notice from Seller of the occurrence of the Material Loss or Condemnation Proceeding.

Material Loss. In the event that, prior to the Closing, the Real Property shall suffer a Material Loss or Seller shall receive notice of the commencement or the threat of commencement of any eminent domain or condemnation proceeding which involves any portion of the Real Property (“"Condemnation Proceeding”"), Seller shall immediately notify Buyer of such Material Loss or Condemnation Proceeding and, in such a case: (i) Buyer shall have the right to terminate this Agreement and the Escrow pursuant to the terms of Section 8.5(a) hereof; or (ii) accept the Property in its then then-existing condition and purchase and acquire the Property in accordance with the terms and conditions of this Agreement, subject to the terms and conditions described in this Section 8.3. In the event of a Material Loss, if Buyer exercises its right to purchase and acquire the Property in its present condition, then Seller shall pay and or assign to Buyer on the Closing any and all casualty insurance proceeds previously paid or payable to Seller, and Buyer shall be entitled to a credit against the Purchase Price in an amount equal to the sum of: (A) any insurance deductible; and (B) , as well as an amount equal to the estimated costs, fees and expenses to repair and/or replace the uninsured portion of the Material Loss. In the event of a Condemnation Proceeding, if Buyer exercises its right to purchase and acquire the Property in its present condition, then Seller shall pay or assign to Buyer on the Closing any amount of compensation, awards or other payments or relief previously paid or payable to Seller resulting from such Condemnation Proceeding. Buyer’s 's termination right or Buyer’s 's acceptance right shall be exercised by written notice to Seller within thirty fifteen (3015) Calendar Days (but in no event later than the Closing Date) after Buyer receives written notice from Seller of the occurrence of the Material Loss or Condemnation Proceeding.