Common use of Material Clause in Contracts

Material. In the event of any Material Damage to or destruction of the Property or any portion thereof prior to Closing, Purchaser may, at its option, terminate this Agreement by delivering written notice to Seller on or before the expiration of 30 days after the date Seller delivers the Casualty Notice to Purchaser (and if necessary, the Closing Date shall be extended to give Purchaser the full 30-day period to make such election and to obtain insurance settlement agreements with Seller’s insurers). Upon any such termination, the Xxxxxxx Money shall be returned to Purchaser and the parties hereto shall have no further rights or obligations hereunder, other than those that by their terms survive the termination of this Agreement. If Purchaser does not so terminate this Agreement within said 30-day period, then Purchaser shall be deemed to have waived its right to terminate under this Section 6.2.1 and the parties shall proceed under this Agreement and close on schedule (subject to extension of Closing as provided above), and as of Closing Seller shall assign to Purchaser, without representation or warranty by or recourse against Seller, all of Seller’s rights in and to any resulting insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and Purchaser shall assume full responsibility for all needed repairs, and Purchaser shall receive a credit at Closing for any deductible amount under such insurance policies (but the amount of the deductible plus insurance proceeds shall not exceed the lesser of the cost of repair or the sum of the Purchase Price and that portion of Seller’s rental or business loss proceeds relating to the time period after Closing, if any). For the purposes of this Agreement, “Material Damage” and “Materially Damaged” means damage which either (1) in Seller’s reasonable estimation, exceeds [***] to repair, (2) results in any tenant(s) under Lease(s) in the aggregate demising [***] rentable square feet or more having the right to terminate their respective Leases and who have not waived such right, (3) results in the interruption of services to the Property from the central plant providing fire protection, chilled and heated water services to the Property (the “Central Plant”) anticipated by the owner of the Central Plant to extend 60 or more days following the Closing Date or in the event of interruption in services to the Property from the Central Plant for less than 60 days following the Closing Date, Purchaser not receiving from Seller (through the assignment of Seller’s rent loss insurance proceeds or otherwise) sufficient compensation to cover all rent loss applicable to any period on and after the Closing Date.

Material. In the event of any Material Damage to or destruction of the Property or any portion thereof prior to Closing, Purchaser may, at its option, terminate this Agreement by delivering written notice to Seller on or before the expiration of 30 ten (10) business days after the date Seller delivers the Casualty Notice to Purchaser (and if necessary, the Closing Date shall be extended to give Purchaser the full 30-ten (10) business day period to make such election and to obtain insurance settlement agreements with Seller’s insurerselection). Upon any such termination, the Xxxxxxx Money less the Non-Refundable Amount shall be returned to Purchaser and the parties hereto shall have no further rights or obligations hereunder, other than those that by their terms survive the termination of this Agreement. If Purchaser does not so terminate this Agreement within said 30-ten (10) day period, then Purchaser shall be deemed to have waived its right to terminate under this Section 6.2.1 and the parties shall proceed under this Agreement and close on schedule (subject to extension of Closing as provided above), and as of Closing Seller shall assign to Purchaser, without representation or warranty by or recourse against Seller, all of Seller’s 's rights in and to any resulting insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and Purchaser shall assume full responsibility for all needed repairs, and Purchaser shall receive a credit at Closing for any deductible amount under such insurance policies (but the amount of the deductible plus insurance proceeds shall not exceed the lesser of (A) the cost of repair or the sum of (B) the Purchase Price and that portion a pro rata share of Seller’s the rental or business loss proceeds relating to the time period after Closingproceeds, if any). For the purposes of this Agreement, “"Material Damage” " and “"Materially Damaged” " means damage which either (1) which, in Seller’s the parties’ reasonable estimation, exceeds [***] $1,000,000.00 per Property to repair or which, in the parties’ reasonable estimation, will take longer than ninety (90) days to repair, (2) results in any tenant(s) under Lease(s) in the aggregate demising [***] rentable square feet or more having the right to terminate their respective Leases and who have not waived such right, (3) results in the interruption of services to the Property from the central plant providing fire protection, chilled and heated water services to the Property (the “Central Plant”) anticipated by the owner of the Central Plant to extend 60 or more days following the Closing Date or in the event of interruption in services to the Property from the Central Plant for less than 60 days following the Closing Date, Purchaser not receiving from Seller (through the assignment of Seller’s rent loss insurance proceeds or otherwise) sufficient compensation to cover all rent loss applicable to any period on and after the Closing Date.

Material. In the event of any Material Damage Damage, as defined herein, to or destruction of the Property or any portion thereof prior to Closing, either Seller or Purchaser may, at its option, terminate this Agreement by delivering written notice to Seller the other on or before the expiration of 30 days five (5) Business Days after the date Seller delivers the Casualty Notice to Purchaser (and if necessary, the Closing Date shall be extended to give Purchaser the Parties the full 30-day five (5) Business Day period to make such election and to obtain insurance settlement agreements with Seller’s insurers). Upon any such termination, the Xxxxxxx Money Deposit shall be returned to Purchaser and the parties hereto Parties shall have no further rights or obligations hereunder, other than those that by their terms survive the termination of this Agreement. If neither Seller nor Purchaser does not so terminate terminates this Agreement within said 30-day periodfive (5) Business Days, then Purchaser shall be deemed to have waived its right to terminate under this Section 6.2.1 and the parties Parties shall proceed under this Agreement and close on schedule (subject to extension of Closing as provided above), and as of Closing Closing, Seller shall assign to Purchaser, without representation or warranty by or recourse against Seller, all of Seller’s rights in and to any resulting insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction destruction, including without limitation, any business interruption or lost revenues insurance proceeds (the “Insurance Proceeds”) and Purchaser shall assume full responsibility for all needed repairs, and Purchaser shall receive a credit at Closing for any deductible amount under such insurance policies (but the amount of the deductible plus insurance proceeds shall not exceed the lesser of the cost of repair or the sum of the Purchase Price and that portion of Seller’s rental or business loss proceeds relating to the time period after Closing, if any)policies. For the purposes of this Agreement, “Material Damage” and “Materially Damaged” means damage which either (1) in Seller’s reasonable estimation, exceeds [***] to repair, (2) results in any tenant(s) under Lease(s) in the aggregate demising [***] rentable square feet or more having the right to terminate their respective Leases and who have not waived such right, (3) results in the interruption of services to the Property from the central plant providing fire protection, chilled and heated water services to the Property (the “Central Plant”) anticipated by the owner of the Central Plant to extend 60 or more days following the Closing Date or in the event of interruption in services to the Property from the Central Plant for less than 60 days following the Closing Date, Purchaser not receiving from Seller (through the assignment of Seller’s rent loss insurance proceeds or otherwise) sufficient compensation to cover all rent loss applicable to any period on and after the Closing Date.of

Material. In the event of any Material Damage to or destruction of the Property or any portion thereof prior to Closing, Purchaser may, at its option, terminate this Agreement by delivering written notice to Seller on or before the expiration of 30 thirty (30) days after the date Seller delivers the Casualty Notice to Purchaser (and if necessary, the Closing Date shall be extended to give Purchaser the parties the full 30thirty-day period to make such election and to obtain insurance settlement agreements with Seller’s 's insurers). Upon any such termination, the Xxxxxxx Money shall be returned to Purchaser and the parties hereto shall have no further rights or obligations hereunder, other than those that by their terms survive the termination of this Agreement. If Purchaser does not so terminate terminates this Agreement within said thirty (30-) day period, then Purchaser shall be deemed to have waived its right to terminate under this Section 6.2.1 and the parties shall proceed under this Agreement and close on schedule (subject to extension of Closing as provided above), and as of Closing Seller shall assign to Purchaser, without representation or warranty by or recourse against Seller, all of Seller’s 's rights in and to any resulting insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and Purchaser shall assume full responsibility for all needed repairs, and Purchaser shall receive a credit at Closing for any deductible amount under such insurance policies (but the amount of the deductible plus insurance proceeds shall not exceed the lesser of (A) the cost of repair or the sum of (B) the Purchase Price and that portion of Seller’s rental or business loss proceeds relating to the time period after Closing, if any). For the purposes of this Agreement, “Material Damage” and “Materially Damaged” means damage which either (1) in Seller’s reasonable estimation, exceeds [***] to repair, (2) results in any tenant(s) under Lease(s) in the aggregate demising [***] rentable square feet or more having the right to terminate their respective Leases and who have not waived such right, (3) results in the interruption of services to the Property from the central plant providing fire protection, chilled and heated water services to the Property (the “Central Plant”) anticipated by the owner a pro rata share of the Central Plant to extend 60 or more days following the Closing Date or in the event of interruption in services to the Property from the Central Plant for less than 60 days following the Closing Date, Purchaser not receiving from Seller (through the assignment of Seller’s rent loss insurance proceeds or otherwise) sufficient compensation to cover all rent loss applicable to any period on and after the Closing Date.rental or

Material. In the event of any Material Damage to or destruction of the Property or any portion thereof prior to Closing, either Seller or Purchaser may, at its option, terminate this Agreement by delivering written notice to Seller on or before the expiration of 30 days after the date Seller delivers the Casualty Notice to Purchaser (and if necessary, the Closing Date shall be extended to give Purchaser the parties the full 30thirty-day period to make such election and to obtain insurance settlement agreements with Seller’s insurers). Upon any such termination, the Xxxxxxx Money Deposit shall be returned to Purchaser and the parties hereto shall have no further rights or obligations hereunder, other than those that by their terms survive the termination of this Agreement. If neither Seller nor Purchaser does not so terminate terminates this Agreement within said 30-day period, then Purchaser shall be deemed to have waived its right to terminate under this Section 6.2.1 and the parties shall proceed under this Agreement and close on schedule (subject to extension of Closing as provided above), and as of Closing Seller shall assign to Purchaser, without representation or warranty by or recourse against Seller, all of Seller’s rights in and to any resulting insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and Purchaser shall assume full responsibility for all needed repairs, and Purchaser shall receive a credit at Closing for any deductible amount under such insurance policies (but the amount of the deductible plus insurance proceeds shall not exceed the lesser of the cost of repair or the sum of the Purchase Price and that portion of Seller’s rental or business loss proceeds relating to the time period after Closing, if any)policies. For the purposes of this Agreement, “Material Damage” and “Materially Damaged” means damage which either (1) which, in Seller’s reasonable estimation, exceeds [***] to repair, $400,000 (2in case of Purchaser’s termination option) results or $750,000.00 (in any tenant(s) under Lease(s) in the aggregate demising [***] rentable square feet or more having the right to terminate their respective Leases and who have not waived such right, (3) results in the interruption of services to the Property from the central plant providing fire protection, chilled and heated water services to the Property (the “Central Plant”) anticipated by the owner of the Central Plant to extend 60 or more days following the Closing Date or in the event of interruption in services to the Property from the Central Plant for less than 60 days following the Closing Date, Purchaser not receiving from Seller (through the assignment case of Seller’s rent loss insurance proceeds or otherwisetermination option) sufficient compensation to cover all rent loss applicable to any period on and after the Closing Daterepair.

Material. In the event of any Material Damage to or destruction of the Property or any portion thereof prior to Closing, either Seller or Purchaser may, at its option, terminate this Agreement by delivering written notice to Seller the other on or before the expiration of 30 thirty (30) days after the date Seller delivers the Casualty Notice to Purchaser (and if necessary, the Closing Date shall be extended to give Purchaser the parties the full 30thirty-day period to make such election and to obtain insurance settlement agreements with Seller’s 's insurers). Upon any such termination, the Xxxxxxx Money Earnxxx Xxxey shall be returned to Purchaser and the parties hereto shall have no further rights or obligations hereunder, other than those that by their terms survive the termination of this Agreement. If neither Seller nor Purchaser does not so terminate terminates this Agreement within said thirty (30-) day period, then Purchaser shall be deemed to have waived its right to terminate under this Section 6.2.1 and the parties shall proceed under this Agreement and close on schedule (subject to extension of Closing as provided above), and as of Closing Seller shall assign to Purchaser, without representation or warranty by or recourse against Seller, all of Seller’s 's rights in and to any resulting insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and Purchaser shall assume full responsibility for all needed repairs, and Purchaser shall receive a credit at Closing for any deductible amount under such insurance policies (but the amount of the deductible plus insurance proceeds shall not exceed the lesser of (A) the cost of repair or the sum of (B) the Purchase Price and that portion a pro rata share of Seller’s the rental or business loss proceeds relating to the time period after Closingproceeds, if any). For the purposes of this Agreement, “"Material Damage” " and “"Materially Damaged” " means damage which either (1) which, in Seller’s 's reasonable estimation, exceeds [***] $100,000.00 to repair or which, in Seller's reasonable estimation, will take longer than ninety (90) days to repair, (2) results in any tenant(s) under Lease(s) in the aggregate demising [***] rentable square feet or more having the right to terminate their respective Leases and who have not waived such right, (3) results in the interruption of services to the Property from the central plant providing fire protection, chilled and heated water services to the Property (the “Central Plant”) anticipated by the owner of the Central Plant to extend 60 or more days following the Closing Date or in the event of interruption in services to the Property from the Central Plant for less than 60 days following the Closing Date, Purchaser not receiving from Seller (through the assignment of Seller’s rent loss insurance proceeds or otherwise) sufficient compensation to cover all rent loss applicable to any period on and after the Closing Date.

Material. In the event of any Material Damage to or destruction of the Property or any portion thereof prior to Closing, either Seller or Purchaser may, at its option, terminate this Agreement by delivering written notice to Seller the other on or before the expiration of 30 days after the date Seller delivers the Casualty Notice to Purchaser (and if necessary, the Closing Date shall be extended to give Purchaser the parties the full 30thirty-day period to make such election and to obtain insurance settlement agreements with Seller’s insurers). Upon any such termination, the Xxxxxxx Money shall be returned to Purchaser and the parties hereto shall have no further rights or obligations hereunder, other than those that by their terms survive the termination of this Agreement. If neither Seller nor Purchaser does not so terminate terminates this Agreement within said 30-day period, then Purchaser the parties shall be deemed to have waived its their respective right to terminate under this Section 6.2.1 and the parties shall proceed under this Agreement and close on schedule (subject to extension of Closing as provided above), and as of Closing Seller shall assign to Purchaser, without representation or warranty by or recourse against Seller, all of Seller’s rights in and to any resulting insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and Purchaser shall assume full responsibility for all needed repairs, and Purchaser shall receive a credit at Closing for any deductible amount under such insurance policies (but the amount of the deductible plus insurance proceeds shall not exceed the lesser of (a) the cost of repair or the sum of (b) the Purchase Price and that portion a pro rata share of Seller’s the rental or business loss proceeds relating to the time period after Closingproceeds, if any). For the purposes of this Agreement, “Material Damage” and “Materially Damaged” means damage with respect to which either (1) the cost of repair, in Seller’s reasonable estimation, exceeds [***] to repair, (2) 20% of the Purchase Price or which results in any tenant(s) tenants under Lease(s) Leases accounting for more than $100,000 in the aggregate demising [***] rentable square feet or more annual rent having the right to terminate their respective Leases and who have not waived such right, (3) results in the interruption of services except to the Property from the central plant providing fire protection, chilled and heated water services to the Property (the “Central Plant”) anticipated extent such rent would be covered by the owner of the Central Plant to extend 60 rental or more days following the Closing Date or in the event of business interruption in services to the Property from the Central Plant for less than 60 days following the Closing Date, Purchaser not receiving from Seller (through the assignment of Seller’s rent loss insurance proceeds or otherwise) sufficient compensation to cover all rent loss applicable to any period on and after the Closing Dateinsurance).

Material. In the event of any Material Damage to or destruction of the Property or any portion thereof on or prior to Closingthe Risk Transfer Date, Purchaser may, at its sole option, terminate this Agreement by delivering written notice to Seller on or before the expiration of 30 days thirtieth (30th) day after the date Seller delivers the Casualty Notice to Purchaser (and if necessary, the Closing Date shall be extended to give Purchaser the full 30-day period to make such election and to allow Seller time to obtain insurance settlement agreements with Seller’s insurers). Upon any such termination, the Xxxxxxx Money shall be returned to Purchaser and the parties hereto shall have no further rights or obligations hereunder, other than those that by their terms survive the termination of this Agreement. If Purchaser does not so terminate this Agreement within said 30-day period, then Purchaser shall be deemed to have waived its right to terminate under this Section 6.2.1 and the parties shall proceed under this Agreement and close on schedule (subject to extension of Closing as provided above), and as of Closing Seller shall assign to Purchaser, without representation or warranty by or recourse against Seller, all of Seller’s rights in and to any resulting insurance proceeds (including any including, without limitation, all rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and destruction, Purchaser shall assume full responsibility for all needed repairsaccept the Property in its then-existing condition, and Purchaser shall receive a credit at Closing for any deductible amount under such insurance policies (but the amount of the deductible plus insurance proceeds shall not exceed the lesser of (a) the cost of repair or the sum of (b) the Purchase Price and that portion a pro rata share of Seller’s the rental or business loss proceeds relating to the time period after Closingproceeds, if any). If Seller is not able to assign the insurance proceeds to Purchaser at Closing for any reason, the parties shall proceed with Closing as otherwise set forth in this Section 6.2.1, with Purchaser receiving a credit at Closing in the amount of the insurance proceeds that Seller is unable to assign to Purchaser. For the purposes of this Agreement, “Material Damage” and “Materially Damaged” means damage which either (1) which, in Seller’s reasonable estimation, exceeds [***] $250,000.00 to repair, (2) results in any tenant(s) under Lease(s) in the aggregate demising [***] rentable square feet or more having the right to terminate their respective Leases and who have not waived such right, (3) results in the interruption of services to the Property from the central plant providing fire protection, chilled and heated water services to the Property (the “Central Plant”) anticipated by the owner of the Central Plant to extend 60 or more days following the Closing Date or in the event of interruption in services to the Property from the Central Plant for less than 60 days following the Closing Date, Purchaser not receiving from Seller (through the assignment of Seller’s rent loss insurance proceeds or otherwise) sufficient compensation to cover all rent loss applicable to any period on and after the Closing Date.

Material. In the event of any Material Damage to or destruction of the Property or any portion thereof prior to Closing, either Seller or Purchaser may, at its option, terminate this Agreement by delivering written notice to Seller the other on or before the expiration of 30 thirty (30) days after the date Seller delivers the Casualty Notice to Purchaser (and if necessary, the Closing Date shall be extended to give Purchaser the parties the full 30thirty-day clay period to make such election and to obtain insurance settlement agreements with Seller’s insurers). Upon any such termination, the Xxxxxxx Money shall be returned to Purchaser and the parties hereto shall have no further rights or obligations hereunder, other than those that by their terms survive the termination of this Agreement. If neither Seller nor Purchaser does not so terminate terminates this Agreement within said thirty (30-) day period, then Purchaser shall be deemed to have waived its right to terminate under this Section 6.2.1 and the parties shall proceed under this Agreement and close on schedule (subject to extension of Closing as provided above), and as of Closing Seller shall assign to Purchaser, without representation or warranty by or recourse against Seller, all of Seller’s rights in and to any resulting insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and Purchaser shall assume full responsibility for all needed repairs, and Purchaser shall receive a credit at Closing for any deductible amount under such insurance policies (but Out the amount of the deductible plus insurance proceeds shall not exceed the lesser of (A) the cost of repair or the sum of (B) the Purchase Price and that portion a pro rata share of Seller’s the rental or business loss proceeds relating to the time period after Closingproceeds, if any). For the purposes of this Agreement, “Material Damage” and “Materially Damaged” means damage which either (1) which, in Seller’s reasonable estimation, exceeds [***] $100,000.00 to repair or which, in Seller’s reasonable estimation, will take longer than ninety (90) days to repair, (2) results in any tenant(s) under Lease(s) in the aggregate demising [***] rentable square feet or more having the right to terminate their respective Leases and who have not waived such right, (3) results in the interruption of services to the Property from the central plant providing fire protection, chilled and heated water services to the Property (the “Central Plant”) anticipated by the owner of the Central Plant to extend 60 or more days following the Closing Date or in the event of interruption in services to the Property from the Central Plant for less than 60 days following the Closing Date, Purchaser not receiving from Seller (through the assignment of Seller’s rent loss insurance proceeds or otherwise) sufficient compensation to cover all rent loss applicable to any period on and after the Closing Date.

Material. In the event of any Material Damage to or destruction of the Property or any portion thereof prior to Closing, Purchaser may, at its option, terminate this Agreement by delivering written notice to Seller on or before the expiration of 30 days after the date Seller delivers the Casualty Notice to Purchaser (and if necessary, the Closing Date shall be extended to give Purchaser the full 30thirty-day period to make such election and to obtain insurance settlement agreements with Seller’s 's insurers). Upon any such termination, the Xxxxxxx Money shall be returned to Purchaser and the parties hereto shall have no further rights or obligations hereunder, other than those that by their terms survive the termination of this Agreement. If Purchaser does not so terminate this Agreement within said 30-day period, then Purchaser shall be deemed to have waived its right to terminate under this Section 6.2.1 and the parties shall proceed under this Agreement and close on schedule (subject to extension of Closing as provided above), and as of Closing Seller shall assign to Purchaser, without representation or warranty by or recourse against Seller, all of Seller’s 's rights in and to any resulting insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and Purchaser shall assume full responsibility for all needed repairs, and Purchaser shall receive a credit at Closing PURCHASE AND SALE AGREEMENT -North Ranch Pavilions, Thousand Oaks, California - Page 12 for any deductible amount under such insurance policies (but the amount of the deductible plus insurance proceeds shall not exceed the lesser of (a) the cost of repair or the sum of (b) the Purchase Price and that portion a pro rata share of Seller’s the rental or business loss proceeds relating to the time period after Closingproceeds, if any). For the purposes of this Agreement, “Material Damage” "MATERIAL DAMAGE" and “Materially Damaged” "MATERIALLY DAMAGED" means damage which either (1) which, in Seller’s 's reasonable estimation, exceeds [***] $300,000.00 to repair, (2) results in any tenant(s) under Lease(s) in the aggregate demising [***] rentable square feet or more having the right to terminate their respective Leases and who have not waived such right, (3) results in the interruption of services to the Property from the central plant providing fire protection, chilled and heated water services to the Property (the “Central Plant”) anticipated by the owner of the Central Plant to extend 60 or more days following the Closing Date or in the event of interruption in services to the Property from the Central Plant for less than 60 days following the Closing Date, Purchaser not receiving from Seller (through the assignment of Seller’s rent loss insurance proceeds or otherwise) sufficient compensation to cover all rent loss applicable to any period on and after the Closing Date.

Material. In the event of any Material Damage to or destruction of the Property or any portion thereof prior to Closing, Purchaser may, at its option, terminate this Agreement by delivering written notice to Seller on or before the expiration of 30 days after the date Seller delivers the Casualty Notice to Purchaser (and if necessary, the Closing Date shall be extended to give Purchaser the full 30-day period to make such election and to obtain insurance settlement agreements with Seller’s insurers). Upon any such termination, the Xxxxxxx Exxxxxx Money (other than the Non-Refundable Exxxxxx Money) shall be returned to Purchaser and the parties hereto shall have no further rights or obligations hereunder, other than those that by their terms survive the termination of this Agreement. If Purchaser does not so terminate this Agreement within said 30-day period, then Purchaser shall be deemed to have waived its right to terminate under this Section 6.2.1 and the parties shall proceed under this Agreement and close on schedule (subject to extension of Closing as provided above), and as of Closing Seller shall assign to Purchaser, without representation or warranty by or recourse against Seller, all of Seller’s rights in and to any resulting insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and Purchaser shall assume full responsibility for all needed repairs, and Purchaser shall receive a credit at Closing for any deductible amount under such insurance policies (but the amount of the deductible plus insurance proceeds shall not exceed the lesser of (a) the cost of repair or (b) the sum of the Purchase Price and that portion of Seller’s rental or business loss proceeds relating to the time period after Closing, if any). For the purposes of this Agreement, “Material Damage” and “Materially Damaged” means damage which either (1) which, in Seller’s reasonable estimation, exceeds [***] (1) $250,000 to repair, repair if the casualty is an uninsured casualty or (2) results in any tenant(s) under Lease(s) in the aggregate demising [***] rentable square feet or more having the right to terminate their respective Leases and who have not waived such right, (3) results in the interruption of services to the Property from the central plant providing fire protection, chilled and heated water services to the Property (the “Central Plant”) anticipated by the owner 10% of the Central Plant Purchase Price to extend 60 or more days following repair if the Closing Date or in the event of interruption in services to the Property from the Central Plant for less than 60 days following the Closing Date, Purchaser not receiving from Seller (through the assignment of Seller’s rent loss insurance proceeds or otherwise) sufficient compensation to cover all rent loss applicable to any period on and after the Closing Datecasualty is an insured casualty.

Material. In the event of any Material Damage to or destruction of the Property or any portion thereof prior to Closing, either Seller or Purchaser may, at its option, terminate this Agreement by delivering written notice to Seller the other on or before the expiration of 30 days after the date Seller delivers the Casualty Notice to Purchaser (and if necessary, the Closing Date shall be extended to give Purchaser the parties the full thirty (30-) day period to make such election and to obtain insurance settlement agreements with Seller’s 's insurers). Upon any such termination, the Xxxxxxx Money Earnest Money, and if applicable, the Additional Earnest Moxxx (xxgether with any and all interest accrued xxxxxxxon), shall be returned to Purchaser and the parties hereto shall have no further rights or obligations hereunder, other than those that by their terms survive the termination of this Agreement. If neither Seller nor Purchaser does not so terminate terminates this Agreement within said thirty (30-) day period, then Purchaser the parties shall be deemed to have waived its their respective right to terminate under this Section 6.2.1 and the parties shall proceed under this Agreement and close on schedule (subject to extension of Closing as provided above), and as of Closing Seller shall assign to Purchaser, without representation or warranty by or recourse against Seller, all of Seller’s 's rights in and to any resulting insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and Purchaser shall assume full responsibility for all needed repairs, and Purchaser shall receive a credit at Closing for any deductible amount under such insurance policies (but the amount of the deductible plus insurance proceeds shall not exceed the lesser of (a) the cost of repair or the sum of (b) the Purchase Price and that portion of Seller’s rental or business loss proceeds relating to the time period after Closing, if anyPrice). For the purposes of this Agreement, “"Material Damage” " and “"Materially Damaged” " means damage which either (1) which, in Seller’s 's reasonable estimation, the cost to repair exceeds [***] to repair, (2) results in any tenant(s) under Lease(s) in the aggregate demising [***] rentable square feet or more having the right to terminate their respective Leases and who have not waived such right, (3) results in the interruption of services to the Property from the central plant providing fire protection, chilled and heated water services to the Property (the “Central Plant”) anticipated by the owner of the Central Plant to extend 60 or more days following the Closing Date or in the event of interruption in services to the Property from the Central Plant for less than 60 days following the Closing Date, Purchaser not receiving from Seller (through the assignment of Seller’s rent loss insurance proceeds or otherwise) sufficient compensation to cover all rent loss applicable to any period on and after the Closing Date$250,000.

Material. In the event of any Material Damage to or destruction of the Real Property or any portion thereof prior to Closing, Purchaser Seller shall promptly deliver written notice to Buyer, and Buyer may, at its option, terminate this Agreement by delivering written notice to Seller on or before the expiration of 30 fifteen (15) days after the date Seller delivers the Casualty Notice to Purchaser Buyer (and if necessary, the Closing Date shall be extended to give Purchaser the parties the full 30-fifteen (15) day period to make such election and to obtain insurance settlement agreements with Seller’s insurerselection). Upon any such termination, the Xxxxxxx Money shall be returned to Purchaser Buyer and the parties hereto shall have no further rights or obligations hereunder, other than those that by their terms survive the termination of this Agreement. If Purchaser Buyer does not so terminate this Agreement within said 30-fifteen (15) day period, then Purchaser shall be deemed to have waived its right to terminate under this Section 6.2.1 and the parties shall proceed under this Agreement and close on schedule (subject to extension of Closing as provided above), and as of Closing Seller shall assign to PurchaserBuyer, without representation or warranty by or recourse against Seller, all of Seller’s rights in and to any resulting insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and Purchaser Buyer shall assume full responsibility for all needed repairs, and Purchaser Buyer shall receive a credit at Closing for any deductible amount under such insurance policies (but the amount of the deductible plus insurance proceeds shall not exceed the lesser of (i) the cost of repair or the sum of (ii) the Purchase Price and that portion a pro rata share of Seller’s the rental or business loss proceeds relating to the time period after Closingproceeds, if any). For the purposes of this Agreement, “Material Damage” and “Materially Damaged” means damage which either (1) which, in Seller’s and Buyer’s reasonable estimation, exceeds [***] Five Hundred Thousand Dollars ($500,000) (with respect to any of the Improvements on any of the Real Property) to repair, (2) results in any tenant(s) under Lease(s) in the aggregate demising [***] rentable square feet or more having the right to terminate their respective Leases and who have not waived such right, (3) results in the interruption of services to the Property from the central plant providing fire protection, chilled and heated water services to the Property (the “Central Plant”) anticipated by the owner of the Central Plant to extend 60 or more days following the Closing Date or in the event of interruption in services to the Property from the Central Plant for less than 60 days following the Closing Date, Purchaser not receiving from Seller (through the assignment of Seller’s rent loss insurance proceeds or otherwise) sufficient compensation to cover all rent loss applicable to any period on and after the Closing Date.

Material. In the event of any Material Damage to or destruction of the Property or any portion thereof after the Effective Date but prior to Closing, Purchaser may, at its option, terminate this Agreement by delivering written notice to Seller on or before the expiration of 30 days after the date Seller delivers the Casualty Notice to Purchaser (and if necessaryand only if (i) the applicable tenant or Guarantor is not required to repair the damage pursuant to the applicable Lease or Guaranty, or (ii) the Closing Date shall be extended tenant is entitled to give Purchaser and elects to terminate the full 30-day period Lease as result of such casualty or is entitled to make a material reduction in its rent as a result of such election and to obtain insurance settlement agreements with Seller’s insurerscasualty (either, a “Lease Casualty Event”). Upon any such termination, the Xxxxxxx Money shall be returned to Purchaser and the parties hereto shall have no further rights or obligations hereunder, other than those that by their terms survive the termination of this Agreement. If Purchaser does not so terminate this Agreement within said 30-day period, then Purchaser may request an adjustment to the Allocated Purchase Price for such Property in accordance with the terms of Section 4.4.5 (in no event shall be deemed to have waived its right to terminate under any such adjustment exceed 75% of the Allocated Purchase Price for such Property); provided however, that for purposes of this Section 6.2.1 only, the Price Adjustment Period shall commence on the date on which Seller receives the Purchase Price Adjustment Notice (which shall not later than three Business Days after Purchaser receives the Casualty Notice) and the shall expire five Business Days thereafter. The parties shall proceed under this Agreement and close on schedule (subject to extension of Closing as provided above)schedule, and as of Closing Seller shall assign to Purchaser, without representation or warranty by or recourse against Seller, all of Seller’s rights in and to any resulting insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and Purchaser shall assume full responsibility for all needed repairs, and Purchaser shall receive a credit at Closing for any deductible amount under such insurance policies to the extent not payable by the applicable tenant under the applicable Lease or by Guarantor under the Guaranty (but the amount of the deductible plus insurance proceeds shall not exceed the lesser of (a) the cost of repair or (b) the sum portion of the Allocated Purchase Price the applicable Property and that portion a pro rata share of Seller’s the rental or business loss proceeds relating to the time period after Closingproceeds, if any). For the purposes of this Agreement, “Material Damage” and “Materially Damaged” means damage which either (1) which, in Seller’s reasonable estimation, exceeds [***] $250,000 to repair, (2) results in any tenant(s) under Lease(s) in the aggregate demising [***] rentable square feet or more having the right to terminate their respective Leases and who have not waived such right, (3) results in the interruption of services to the Property from the central plant providing fire protection, chilled and heated water services to the Property (the “Central Plant”) anticipated by the owner of the Central Plant to extend 60 or more days following the Closing Date or in the event of interruption in services to the Property from the Central Plant for less than 60 days following the Closing Date, Purchaser not receiving from Seller (through the assignment of Seller’s rent loss insurance proceeds or otherwise) sufficient compensation to cover all rent loss applicable to any period on and after the Closing Date.

Material. In the event of any Material Damage to or destruction of the Property or any portion thereof prior to Closing, either Seller or Purchaser may, at its option, terminate this Agreement by delivering written notice to Seller the other on or before the expiration of 30 thirty (30) days after the date Seller delivers the Casualty Notice to Purchaser (and if necessary, the Closing Date shall be extended to give Purchaser the parties the full 30thirty-day period to make such election and to obtain insurance settlement agreements with Seller’s 's insurers). Upon any such termination, the Xxxxxxx Money shall be returned to Purchaser and the parties hereto shall have no further rights or obligations hereunder, other than those that by their terms survive the termination of this Agreement. If neither Seller nor Purchaser does not so terminate terminates this Agreement within said thirty (30-) day period, then Purchaser shall be deemed to have waived its right to terminate under this Section 6.2.1 and the parties shall proceed under this Agreement and close on schedule (subject to extension of Closing as provided above), and as of Closing Seller shall assign to Purchaser, without representation or warranty by or recourse against Seller, all of Seller’s 's rights in and to any resulting insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and Purchaser shall assume full responsibility for all needed repairs, and Purchaser shall receive a credit at Closing for any deductible amount under such insurance policies (but the amount of the deductible plus insurance proceeds shall not exceed the lesser of (A) the cost of repair or the sum of (B) the Purchase Price and that portion a pro rata share of Seller’s the rental or business loss proceeds relating to the time period after Closingproceeds, if any). For the purposes of this Agreement, “"Material Damage” " and “"Materially --------------- ---------- Damaged” " means damage which either (1) which, in Seller’s 's reasonable estimation, exceeds [***] ------- $100,000.00 to repair or which, in Seller's reasonable estimation, will take longer than ninety (90) days to repair, (2) results in any tenant(s) under Lease(s) in the aggregate demising [***] rentable square feet or more having the right to terminate their respective Leases and who have not waived such right, (3) results in the interruption of services to the Property from the central plant providing fire protection, chilled and heated water services to the Property (the “Central Plant”) anticipated by the owner of the Central Plant to extend 60 or more days following the Closing Date or in the event of interruption in services to the Property from the Central Plant for less than 60 days following the Closing Date, Purchaser not receiving from Seller (through the assignment of Seller’s rent loss insurance proceeds or otherwise) sufficient compensation to cover all rent loss applicable to any period on and after the Closing Date.

Material. In the event of any Material Damage to or destruction of the Property or any portion thereof prior to Closing, Purchaser may, at its option, terminate - 14 - this Agreement by delivering written notice to Seller on or before the expiration of 30 thirty (30) days after the date Seller delivers the Casualty Notice to Purchaser (and if necessary, the Closing Date shall be extended to give Purchaser the full 30thirty-day period to make such election and to obtain insurance settlement agreements with Seller’s insurers's Insurers). Upon any such termination, the Xxxxxxx Money shall be returned to Purchaser and the parties hereto shall have no further rights or obligations hereunder, other than those that by their terms survive the termination of this Agreement. If Purchaser does not so terminate this Agreement within said 30-day period, then Purchaser shall be deemed to have waived its right to terminate under this Section 6.2.1 and the parties shall proceed under this Agreement and close on schedule (subject to extension of Closing as provided above), and as of Closing Closing, Seller shall assign to Purchaser, without representation or warranty by or recourse against Seller (provided, however, that Seller shall reasonably cooperate with Purchaser in pursuing any claims for such proceeds including the execution and delivery of any instruments reasonably required in connection therewith, provided that Seller's costs incurred in such cooperation, including but not limited to attorneys' fees, shall not exceed $5,000, with this obligation surviving the Closing), all of Seller’s 's rights in and to any resulting insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and Purchaser shall assume full responsibility for all needed repairs, and Purchaser shall receive a credit at Closing for any deductible amount under such insurance policies (but the amount of the deductible plus insurance proceeds shall not exceed the lesser of (A) the cost of repair or the sum of (B) the Purchase Price and that portion a pro rata share of Seller’s the rental or business loss proceeds relating to the time period after Closingproceeds, if any). For the purposes of this Agreement, “Material Damage” "MATERIAL DAMAGE" and “Materially Damaged” "MATERIALLY DAMAGED" means damage which either is estimated by a qualified third party (1which shall include Seller's insurer) in Seller’s reasonable estimation, exceeds [***] the ordinary course to exceed $150,000.00 to repair, or which is likely to take longer than ninety (290) results in any tenant(s) under Lease(s) in the aggregate demising [***] rentable square feet or more having the right days to terminate their respective Leases and who have not waived such right, (3) results in the interruption of services to the Property from the central plant providing fire protection, chilled and heated water services to the Property (the “Central Plant”) anticipated by the owner of the Central Plant to extend 60 or more days following the Closing Date or in the event of interruption in services to the Property from the Central Plant for less than 60 days following the Closing Date, Purchaser not receiving from Seller (through the assignment of Seller’s rent loss insurance proceeds or otherwise) sufficient compensation to cover all rent loss applicable to any period on and after the Closing Daterepair.

Material. In the event of any Material Damage to or destruction of the Property or any portion thereof prior to Closing, either Seller or Purchaser may, at its option, terminate this Agreement by delivering written notice to Seller the other on or before the expiration of 30 thirty (30) days after the date Seller delivers the Casualty Notice to Purchaser (and if necessary, the Closing Date shall be extended to give Purchaser the parties the full 30thirty-day period to make such election and to obtain insurance settlement agreements with Seller’s 's insurers). Upon any such termination, the Xxxxxxx Earnest Money shall be returned to Purchaser and the parties hereto shall have shxxx xxxe no further rights or obligations hereunder, other than those that by their terms survive the termination of this Agreement. If neither Seller nor Purchaser does not so terminate terminates this Agreement within said thirty (30-) day period, then Purchaser shall be deemed to have waived its right to terminate under this Section 6.2.1 and the parties shall proceed under this Agreement and close on schedule (subject to extension of Closing as provided above), and as of Closing Seller shall assign to Purchaser, without representation or warranty by or recourse against Seller, all of Seller’s 's rights in and to any resulting insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due payable to Seller as a result of such damage or destruction and Purchaser shall assume full responsibility for all needed repairs, and Purchaser shall receive a credit at Closing for any deductible amount under such insurance policies (but the amount of the deductible plus insurance proceeds shall not exceed the lesser of (A) the cost of repair or the sum of (B) the Purchase Price and that portion a pro rata share of Seller’s the rental or business loss proceeds relating to the time period after Closingproceeds, if any). For the purposes of this Agreement, “"Material Damage” " and “"Materially Damaged” " means damage which either (1) which, in Seller’s 's reasonable estimation, exceeds [***] $200,000.00 to repair or which, in Seller's reasonable estimation, will take longer than ninety (90) days to repair, (2) results in any tenant(s) under Lease(s) in the aggregate demising [***] rentable square feet or more having the right to terminate their respective Leases and who have not waived such right, (3) results in the interruption of services to the Property from the central plant providing fire protection, chilled and heated water services to the Property (the “Central Plant”) anticipated by the owner of the Central Plant to extend 60 or more days following the Closing Date or in the event of interruption in services to the Property from the Central Plant for less than 60 days following the Closing Date, Purchaser not receiving from Seller (through the assignment of Seller’s rent loss insurance proceeds or otherwise) sufficient compensation to cover all rent loss applicable to any period on and after the Closing Date.

Material. In the event of any Material Damage to or destruction of the Property or any portion thereof prior to Closing, Purchaser may, at its option, terminate this Agreement by delivering written notice to Seller on or before the expiration of 30 days after the date Seller delivers the Casualty Notice to Purchaser (and if necessary, the Closing Date shall be extended to give Purchaser the full 30thirty-day period to make such election and to obtain insurance settlement agreements with Seller’s 's insurers). Upon any such termination, the Xxxxxxx Money shall be returned to Purchaser and the parties hereto shall have no further rights or obligations hereunder, other than those that by their terms survive the termination of this Agreement. If Purchaser does not so terminate this Agreement within said 30-day period, then Purchaser shall be deemed to have waived its right to terminate under this Section 6.2.1 and the parties shall proceed under this Agreement and close on schedule (subject to extension of Closing as provided above), and as of Closing Seller shall assign to Purchaser, without representation or warranty by or recourse against Seller, all of Seller’s 's rights in and to any resulting insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and Purchaser shall assume full responsibility for all needed repairs, and Purchaser shall receive a credit at Closing for any deductible amount under such insurance policies (but the amount of the deductible plus insurance proceeds shall not exceed the lesser of (a) the cost of repair or the sum of (b) the Purchase Price and that portion a pro rata share of Seller’s the rental or business loss proceeds relating to the time period after Closingproceeds, if any). For the purposes of this Agreement, “Material Damage” "MATERIAL DAMAGE" and “Materially Damaged” "MATERIALLY DAMAGED" means damage which either (1) which, in Seller’s 's reasonable estimation, exceeds [***] $750,000.00 to repair, (2) results in any tenant(s) under Lease(s) in the aggregate demising [***] rentable square feet or more having the right to terminate their respective Leases and who have not waived such right, (3) results in the interruption of services to the Property from the central plant providing fire protection, chilled and heated water services to the Property (the “Central Plant”) anticipated by the owner of the Central Plant to extend 60 or more days following the Closing Date or in the event of interruption in services to the Property from the Central Plant for less than 60 days following the Closing Date, Purchaser not receiving from Seller (through the assignment of Seller’s rent loss insurance proceeds or otherwise) sufficient compensation to cover all rent loss applicable to any period on and after the Closing Date.

Material. In the event of any Material Damage to or destruction of the Property or any portion thereof prior to Closing, either Seller or Purchaser may, at its option, terminate this Agreement by delivering written notice to Seller the other on or before the expiration of 30 thirty (30) days after the date Seller delivers the Casualty Notice to Purchaser (and if necessary, the Closing Date shall be extended to give Purchaser the parties the full 30thirty-day period to make such election and to obtain insurance settlement agreements with Seller’s 's insurers). Upon any such termination, the Xxxxxxx Earnest Money shall be returned to Purchaser and the parties hereto shall heretx xxxxx have no further rights or obligations hereunder, other than those that by their terms survive the termination of this Agreement. If neither Seller nor Purchaser does not so terminate terminates this Agreement within said thirty (30-) day period, then Purchaser shall be deemed to have waived its right to terminate under this Section 6.2.1 and the parties shall proceed under this Agreement and close on schedule (subject to extension of Closing as provided above), and as of Closing Seller shall assign to Purchaser, without representation or warranty by or recourse against Seller, all of Seller’s 's rights in and to any resulting insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due payable to Seller as a result of such damage or destruction and Purchaser shall assume full responsibility for all needed repairs, and Purchaser shall receive a credit at Closing for any deductible amount under such insurance policies (but the amount of the deductible plus insurance proceeds shall not exceed the lesser of (A) the cost of repair or the sum of (B) the Purchase Price and that portion a pro rata share of Seller’s the rental or business loss proceeds relating to the time period after Closingproceeds, if any). For the purposes of this Agreement, “"Material Damage” " and “"Materially Damaged” " means damage which either (1) which, in Seller’s 's reasonable estimation, exceeds [***] $200,000.00 to repair or which, in Seller's reasonable estimation, will take longer than ninety (90) days to repair, (2) results in any tenant(s) under Lease(s) in the aggregate demising [***] rentable square feet or more having the right to terminate their respective Leases and who have not waived such right, (3) results in the interruption of services to the Property from the central plant providing fire protection, chilled and heated water services to the Property (the “Central Plant”) anticipated by the owner of the Central Plant to extend 60 or more days following the Closing Date or in the event of interruption in services to the Property from the Central Plant for less than 60 days following the Closing Date, Purchaser not receiving from Seller (through the assignment of Seller’s rent loss insurance proceeds or otherwise) sufficient compensation to cover all rent loss applicable to any period on and after the Closing Date.

Material. In the event of any Material Damage to or destruction of the Real Property or any portion thereof prior to Closing, Purchaser Buyer may, at its option, terminate this Agreement by delivering written notice to Seller on or before the expiration of 30 thirty (30) days after the date Seller delivers the Casualty Notice to Purchaser Buyer (which Casualty Notice shall specify Seller’s estimate of the amount of any deductible) (and if necessary, the Closing Date shall be extended to give Purchaser Buyer the full thirty (30-) day period to make such election and for the parties to obtain insurance settlement agreements with Seller’s insurers). Upon any such termination, the Xxxxxxx Exxxxxx Money shall be returned to Purchaser Buyer and the parties hereto shall have no further rights or obligations hereunder, other than those that by their terms survive the termination of this Agreement. If Purchaser Buyer does not so terminate this Agreement within said thirty (30-) day period, then Purchaser shall be deemed to have waived its right to terminate under this Section 6.2.1 and the parties shall proceed under this Agreement and close on schedule (subject to extension of Closing as provided above), and as of Closing Seller shall assign to PurchaserBuyer, without representation or warranty by or recourse against Seller, all of Seller’s rights in and to any resulting insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and Purchaser Buyer shall assume full responsibility for all needed repairs, and Purchaser Buyer shall receive a credit at Closing for any deductible amount under such insurance policies (but provided however, the credit for any deductible amount shall not exceed $500,000 in the aggregate and the amount of the deductible plus insurance proceeds shall not exceed the lesser of the cost of repair or the sum of the Purchase Price and that portion of Seller’s rental or business loss proceeds relating to the time period after Closing, if anyrepair). For the purposes of this Agreement, “Material Damage” and “Materially Damaged” means damage which either (1) which, in Seller’s reasonable estimation, exceeds [***] $500,000 to repairrepair or which, (2) results in any tenant(s) under Lease(s) in the aggregate demising [***] rentable square feet or more having the right to terminate their respective Leases and who have not waived such right, (3) results in the interruption of services to the Property from the central plant providing fire protection, chilled and heated water services to the Property (the “Central Plant”) anticipated by the owner of the Central Plant to extend 60 or more days following the Closing Date or in the event of interruption in services to the Property from the Central Plant for less than 60 days following the Closing Date, Purchaser not receiving from Seller (through the assignment of Seller’s rent loss reasonable estimation, will take longer than ninety (90) days to repair or for which there is no insurance proceeds or otherwise) sufficient compensation to cover all rent loss applicable to any period on and after the Closing Datecoverage.

Material. In the event of any Material Damage to or destruction of the Property or any portion thereof prior to Closing, either Seller or Purchaser may, at its option, terminate this Agreement by delivering written notice to Seller the other on or before the expiration of 30 days after the date Seller delivers the Casualty Notice to Purchaser (and if necessary, the Closing Date shall be extended to give Purchaser the parties the full 30thirty-day period to make such election and to obtain insurance settlement agreements with Seller’s insurers). Upon any such termination, the Xxxxxxx Exxxxxx Money shall be returned to Purchaser and the parties hereto shall have no further rights or obligations hereunder, other than those that by their terms survive the termination of this Agreement. If neither Seller nor Purchaser does not so terminate terminates this Agreement within said 30-day period, then Purchaser the parties shall be deemed to have waived its their respective right to terminate under this Section 6.2.1 and the parties shall proceed under this Agreement and close on schedule (subject to extension of Closing as provided above), and as of Closing Seller shall assign to Purchaser, without representation or warranty by or recourse against Seller, all of Seller’s rights in and to any resulting insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and Purchaser shall assume full responsibility for all needed repairs, and Purchaser shall receive a credit at Closing for any deductible amount under such insurance policies (but the amount of the deductible plus insurance proceeds shall not exceed the lesser of the cost of repair or the sum of the Purchase Price and that portion of Seller’s rental or business loss proceeds relating to the time period after Closing, if any)policies. For the purposes of this Agreement, “Material Damage” and “Materially Damaged” means damage which either (1) which, in Seller’s reasonable estimation, exceeds [***] five percent (5%) of the Purchase Price to repair, (2) results in any tenant(s) under Lease(s) in the aggregate demising [***] rentable square feet or more having the right to terminate their respective Leases and who have not waived such right, (3) results in the interruption of services to the Property from the central plant providing fire protection, chilled and heated water services to the Property (the “Central Plant”) anticipated by the owner of the Central Plant to extend 60 or more days following the Closing Date or in the event of interruption in services to the Property from the Central Plant for less than 60 days following the Closing Date, Purchaser not receiving from Seller (through the assignment of Seller’s rent loss insurance proceeds or otherwise) sufficient compensation to cover all rent loss applicable to any period on and after the Closing Date.

Material. In the event of any Material Damage to or destruction of the Property or any portion thereof prior to Closing, Purchaser may, at its option, terminate this Agreement by delivering written notice to Seller on or before the expiration of 30 days after the date Seller delivers the Casualty Notice to Purchaser (and if necessary, the Closing Date shall be extended to give Purchaser the full 30-day period to make such election and to obtain insurance settlement agreements with Seller’s insurers). Upon any such termination, the Xxxxxxx Exxxxxx Money shall be returned to Purchaser and the parties hereto shall have no further rights or obligations hereunder, other than those that by their terms survive the termination of this Agreement. If Purchaser does not so terminate this Agreement within said 30-day period, then Purchaser shall be deemed to have waived its right to terminate under this Section 6.2.1 and the parties shall proceed under this Agreement and close on schedule (subject to extension of Closing as provided above), and as of Closing Seller shall assign to Purchaser, without representation or warranty by or recourse against Seller, all of Seller’s rights in and to any resulting insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and Purchaser shall assume full responsibility for all needed repairs, and Purchaser shall receive a credit at Closing for any deductible amount under such insurance policies (but the amount of the deductible plus insurance proceeds shall not exceed the lesser of (a) the cost of repair or the sum of (b) the Purchase Price and that portion a pro rata share of Seller’s the rental or business loss proceeds relating to the time period after Closingproceeds, if any). For the purposes of this Agreement, “Material Damage” and “Materially Damaged” means damage which either (1) which, in Seller’s reasonable estimation, exceeds [***] to repair, (2) results in any tenant(s) under Lease(s) in the aggregate demising [***] rentable square feet or more having the right to terminate their respective Leases and who have not waived such right, (3) results in the interruption of services to the Property from the central plant providing fire protection, chilled and heated water services to the Property (the “Central Plant”) anticipated by the owner % of the Central Plant to extend 60 or more days following the Closing Date or in the event of interruption in services to the Property from the Central Plant for less than 60 days following the Closing Date, Purchaser not receiving from Seller (through the assignment of Seller’s rent loss insurance proceeds or otherwise) sufficient compensation to cover all rent loss applicable to any period on and after the Closing DatePurchase Price.

Material. In the event of any Material Damage to or destruction of the Property Properties or any portion thereof prior to Closing, Purchaser may, at its option, terminate this Agreement by delivering written notice to Seller Sellers on or before the expiration of 30 20 days after the date Seller delivers the Casualty Notice to Purchaser (and if necessary, the Closing closing Date shall be extended to give the Purchaser the full 30twenty-day period to make such election and to obtain insurance settlement agreements with Seller’s Sellers’ insurers). Upon any such termination, the Xxxxxxx Money shall be returned to Purchaser and the parties hereto shall have no further rights or obligations hereunder, other than those that by their terms survive the termination of this Agreement. If Purchaser does not so terminate this Agreement within said 30twenty-day period, then Purchaser shall be deemed to have waived its right to terminate under this Section 6.2.1 and the parties shall proceed under this Agreement and close on schedule (subject to extension of Closing as provided above), and as of Closing Seller and to the extent permitted by the Lienholder (as defined in Section 13), Sellers shall assign to Purchaser, without representation or warranty by or recourse against SellerSellers, all of Seller’s Sellers’ rights in and to any resulting insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller Sellers as a result of such damage or destruction and Purchaser shall assume full responsibility for all needed repairs, and Purchaser shall receive a credit at Closing for any deductible amount under such insurance policies (but the amount of the deductible plus insurance proceeds shall not exceed the lesser of (a) the cost of repair or the sum of (b) the Purchase Price and that portion a pro rate share of Seller’s the rental or business loss proceeds relating to the time period after Closingproceeds, if any). For the purposes of this Agreement, “Material Damage” and “Materially Damaged” means damage which either (1) which, in Seller’s Sellers’ reasonable estimation, exceeds [***] a cost of $250,000 to repair, (2) results in any tenant(s) under Lease(s) in the aggregate demising [***] rentable square feet or more having the right to terminate their respective Leases and who have not waived such right, (3) results in the interruption of services to the Property from the central plant providing fire protection, chilled and heated water services to the Property (the “Central Plant”) anticipated by the owner of the Central Plant to extend 60 or more days following the Closing Date or in the event of interruption in services to the Property from the Central Plant for less than 60 days following the Closing Date, Purchaser not receiving from Seller (through the assignment of Seller’s rent loss insurance proceeds or otherwise) sufficient compensation to cover all rent loss applicable to any period on and after the Closing Date.